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“Investment in capital market involves certain degree of risks. The investors are required to read the
prospectus and risk factors carefully, assess their own financial conditions and risk taking ability
before making their investment decisions.”

Public Offering of 26,041,666 ordinary shares, from which 60% i.e. 15,625,000 ordinary
shares are reserved for Eligible Investors (EIs) at cut-off priceof Tk. 80.00 and
remaining 40% i.e 10,416,666 ordinary shares at a 10% discounted from the cut-off
price of Tk. 72.00 per share for General Public including NRB and Others totaling Tk.
2,000,000,000.00 (Taka Two Hundred Crore only) approximaly.

Issue Date of prospectus: [01/04/2018]

Opening date for subscription: [30/04/2018]

Closing date for subscription: [09/04/2018]

PROSPECTUS
OF

CREDIT RATING STATUS

Particulars Rating Date of Rating Validity of Rating

Entity AA3 October 31, 2018
Long-Term Loan AA3 (Lr) November 09, 2017 October 31, 2018
expiry date of loan
Short-Term Loan ST‐3 whichever is earlier
Rating Assigned By: Credit Rating Agency of Bangladesh Limited (CRAB)

MANAGER TO THE ISSUE

 PRELIMINARY INFORMATION AND DECLARATIONS

(i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact
persons of the issuer, issue manager(s), underwriter(s), auditors, Credit Rating Company and
valuer:
Name & Address Contact Person Contact Address

Issuer
Bashundhara Paper Mills Limited Tel :+88‐02‐8431256‐8
M. Naseemul Hye FCS
Plot # 56/A, Umme Kulsum, Road‐ 2nd Avenue , Fax :+88‐02‐55037257
Senior Executive Director
Block # C, Bashundhara R/A, Dhaka‐1229 E-mail: cosec_bpml@bg.com.bd
&Company Secretary
info@bg.com.bd
Web:www.bashundharapapermills.com

Manager to the issue

AAA Finance & Investment Limited Mohammad Obaydur Rahman Tel :+88‐02‐9559602
Amin Court, 4th Floor (Suite # 403‐405) FCS Fax :+88‐02‐9558330
31,Bir Uttam Shahid Ashfaqueus Samad Road, Managing Director E-mail : info@aaafinancebd.com
Dhaka‐1000 Web:www.aaafinancebd.com

Auditors
Ahmed Zaker & Co. Satya Ranjan Saha
Tel :+88‐02‐8391440‐3,
Chartered Accountants Fax :+88‐02‐8391011;
Senior Manager (Audit)
Green City Edge (Level 10), E-mail: azcbangladesh@gmail.com
89 Kakrail, Dhaka‐1000 Web: www.ahmed‐zaker.com

Credit Rating Company

Credit Rating Agency of Bangladesh Ltd. Tel :+88‐02‐9571497, 7125439
Hamidul Huq Fax :+88‐02‐9563837
Sena Kalyan Bhaban (16th Floor), Director & Managing Director
Suite# 1601‐1602, 195, Motijheel C/A E-mail: info@crab.com.bd
Dhaka‐1000 Web: www.crab.com.bd

Valuer (s)
S. F. Ahmed & Co. Md. Enamul Hoque Chowdhury Tel :+88‐02‐9894026, 8815102
Chartered Accountants FCA Fax :+88‐02‐28825135
House# 25, Road# 13A, Block# D, Banani Partner E-Email:sfaco@citechco.net
Dhaka‐1213 Web:www.sfahmedco.org
Mahfel Huq & C0. Howlader Mahfel Huq
Tel :+88‐02‐9553143, 9581786
Chartered Accountants Fax :+88‐02‐88029571005
Partner
BGIC Tower (4th Floor), 34 Topkhana Road, E-mail: mh@mahfelhuq.com
Dhaka‐1000 Web:www.mahfelhuq.com

Underwriter(s)
AAA Finance & Investment Limited Mohammad Obaydur Rahman Tel :+88‐02‐02 9559602
Amin Court, 4th Floor (Suite # 403‐405) FCS Fax :+88‐02‐9558330
31,Bir Uttam Shahid Ashfaqueus Samad Road, Managing Director E-mail: info@aaafinancebd.com
Dhaka‐1000 Web: www.aaafinancebd.com
AFC Capital Limited Tel :+88‐02‐8392371,
Saiham Sky View Tower, (11th Floor), Golam Md. Ahsan Kabir Fax :+88‐02‐8392372
45, Bijoynagar Dhaka‐1000 Manager E-mail:ahsankabir_afccl@yahoo.com
Web:www.afccl.asia
EBL Investments Limited Tel : +88‐02‐7118975, Ext.201
59, Motijheel C/A (1st floor) Moinul Hosain Asif Fax :+88‐02‐7120251
Dhaka‐1000 Managing Director E-mail:asif@eblinvestments.com
Web:www.eblinvestments.com
Citizen Securities & Investment Limited Tel :+88‐02‐9514542, 9515439
Al‐RaziComplex165‐167, Shaheed Syed Nazrul lslam Sarani, Tahid Ahmed Chowdhury Fax :+88‐02‐9570546
Suite # G‐802 (8'h Floor), Managing Director & CEO E-mail:ceo@citizensecurities.com
Purana Paltan Dhaka‐1000 Web:www.citizensecurities.com

BMSL Investment Limited Tel :+88‐02‐9577651

Shareef Mansion (4th Floor) Md. Riyad Matin Fax :+88‐02‐4717218
56‐57, Motijheel C/A, Managing Director E-mail:ssi@dhaka.net
Dhaka‐1000 Web:www.bmslinvestment.com

2
Lankabangla Investments Limited Tel :+88‐02‐7122595,
Eunoos Trade Centre (Level 21), Khandaker Kayes Hasan Fax: +88‐02‐7113585
52‐53 Dilkusha C/A, Chief Executive Officer E-mail:kayes@lankabangla‐investments.com
Dhaka‐1000 Web:www.lankabangla‐investments.com

UNICAP Investments Limited Tel :+88‐02‐9632161‐62

Noor Tower (4th Floor) Salamul Latif Choudhury Fax :+88‐02‐9632163
73, Sonargaon Road Chief Executive Officer (CC) E-Email: salam@unicap‐investments.com
Dhaka‐1205 Web:unicap‐investments.com

Sonali Investment Limited Tel :+88‐02‐9568777

SARA Tower(11th Floor), 11/A, Toyenbee Circular Road, Surajit Kumar Saha Fax :+88‐02‐
Motijheel C/A, Dhaka‐1000 Chief Executive Officer E-mail:sonaliinvestmentltd@gmail.com
Web:www.silbd.com
Southeast Bank Capital Services limited Tel :+88‐02‐9574171‐75
Eunoos Trade Centre (Level‐9), Md. Alamgir Hossain Fax :+88‐02‐9574169
52‐53 Dilkusha C.A. Sr. Asstt. Vice President E-mail:sebcsl@southeastbank.com.bd
, Dhaka‐1000 Web:www.southeastbank.com.bd

MTB Capital Limited Khairul Bashar Abu Taher

Tel :+88‐02‐8321714
MTB Tower (Level 3), Fax :+88‐02‐8321543
Mohammed
111 Kazi Nazrul Islam Avenue, E-mail: info.mtbcap@mutualtrustbank.com
CEO & EVP
Bangla Motor, Dhaka‐1215 Web:www.mtbcap.com

BD Finance Capital Holdings Limited Tel :+88‐02‐9588186‐7

64, Motijheel C/A, 2nd floor, Barun Prasad Paul Fax :+88‐02‐9588185
Dhaka‐1000 MD & CEO (CC) E-mail:info@bdcapital.com.bd
Web:www.bdcapital.com.bd
Prime Finance Capital Management Limited Tel :+88‐02‐9584874
PFI Tower (6th Floor), M. Mosharraf Hossain FCA, PhD Fax :+88‐02‐9584,922
56‐57 Dilkusha C/A, MD & CEO E-mail:info@primfincap.com
Dhaka‐1000 Web:www.primefincap.com

Swadesh Investment Management Limited Tel :01713‐400500

Suite 01, Level 11, Unique Trade Center (UTC) Mamun Ahmed Fax :88‐02‐58157544
8, Panthapath, Karwan Bazar, Dhaka‐1215 Managing Director E-mail:mamunahmed@msn.com
Web: www.swadesh.com.bd
FAS Capital Management Limited Md. Yeasin ALi
Tel :01914001861
Zahed Plaza (5th Floor), Fax :+88‐02‐8834456
Chief Executive Officer (CC)
30 Gulshan Avenue North C/A, E-mail: yeasinsb78@gmail.com
Dhaka 1216 Web:www.fcmlbd.com

IIDFC Capital Limited Tel: +88‐02‐9559311‐12

Chamber Building (6th Floor), 122‐124 Md. Musfiqur Rahman Fax: +88‐02‐9568987
Motijheel C/A, Dhaka‐1000 Chief Executive Office (CC) E-mail: info@iidfc.com
Web: www.iidfc.com

(ii) Decleration:
A person interested to get a prospectus may obtain from the issuer, and the issue manager(s)

(iii) Statement:
“If you have any query about this document, you may consult the issuer, issue manager and
underwriter”

3
(iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO
THE ISSUE /OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND
THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE
DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY
RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE
ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR
OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS
DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR,/ CHIEF FINANCIAL OFFICER, COMPANY
SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS,
AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)”

(v) ‘Risks in relation to the First Issue’

This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The
face value of the securities is tk. 10.00 (ten) and the issue price is tk. 80, i.e. ‘8times’ of the face value. The
issue price has been determined and justifiedby the issuer and the issue manager or bidding by the eligible
investors as stated under the paragraph on “justification of issue price” should not be taken to be indicative
of the market price of the securities after listing. No assurance can be given regarding an active or
sustained trading of the securities or the price after listing."

(vi) ‘General Risk'

"Investment in securities involves a degree of risk and investors should not invest any funds in this offer
unless they can afford to take the risk of losing their investment. Investors are advised to read the risk
factors carefully before taking an investment decision in this offer. For taking an investment decision,
investors must rely on their own examination of the issuer and the offer including the risks involved. The
securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor
does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to
the statement of ‘risk factors’ given on page number (189-199) "

(vii) ‘BPML’s Absolute Responsibility’

"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this red-
herring prospectus or prospectus or information memorandum contains all material information with
regard to the issuer and the issue, that the information contained in the red-herring prospectus or
prospectus or information memorandum are true, fair and correct in all material aspects and are not
misleading in any respect, that the opinions and intentions expressed herein are honestly held and that
there are no other facts, the omission of which make this document as a whole or any of such information
or the expression of any such opinions or intentions misleading in any material respect."

4
 AVAILABILITY OF PROSPECTUS
(i) Names, addreses, telephone numbers, fax numbers, website addreses and e-mail addresses and names of
contact persons of the institutions where the prospectus and abridged version of prospectus are available in
hard and soft forms:

Name & Address Contact Person Contact Address

Issuer
Tel :+88‐02‐8431256‐8
M. Naseemul Hye FCS
Bashundhara Paper Mills Limited Senior Executive Director &Company
Fax :+88‐02‐55037257
Plot # 56/A, Umme Kulsum, Road‐ 2nd Avenue , E-Email: cosec_bpml@bg.com.bd
Secretary
Block # C, Bashundhara R/A, Dhaka‐1229 info@bg.com.bd
Web:www.bashundharapapermills.com
Issue Manager
AAA Finance & Investment Limited Mohammad Obaydur Rahman FCS
Tel :+88‐02‐9559602
Amin Court, 4th Floor (Suite # 403‐405) Fax :+88‐02‐9558330
Managing Director
31,Bir Uttam Shahid Ashfaqueus Samad Road, E-mail : info@aaafinancebd.com
Dhaka‐1000 Web:www.aaafinancebd.com
Registrar to the Issue
Tel :+88‐02‐8392371
AFC Capital Limited Mahbub H. Mazumdar FCMA Fax:+88‐02‐8392372
Saiham Sky View Tower (11th Floor), 45, Bijoy Nagar, Chief Executive Officer E-Email:capital.afc@gmail.com
Dhaka‐1000 Web:www.afccl.asia
Prospectus is also available on the websites of Bashundhara Paper Mills limited
(www.bashundharapapermills.com), AAA Finance & Investment Limited (www.aaafinancebd.com),
BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com) and Public Reference room of
the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

(ii) Names and dates of newspaperw where abridged version of prospectus was published:

Date of Publication of Abridged Version of Prospectus: [01/04/2018]

Sl. No. Name Date

Bengali Newspapers
1 [Kalar Kantho ] [01/04/2018]
2 [Bonik Barta] [01/04/2018]
English Newspapers
1 [The Financial Express] [01/04/2018]
2 [ Daily Sun] [01/04/2018]

5
(iii)Definitions and Acronyms/Elaboration of the abbreviated words and technical terms used in the prospectus:

ELABORATION
A
AAA : AAA Finance & Investment Ltd.
AGM : Annual General Meeting
Allotment : Allotment of Shares to respective BO A/C
B
BAS : Bangladesh Accounting Standard
BDT : Bangladeshi Taka
BFRS : Bangladesh Financial Reporting Standards
BO A/C : Beneficiary Owner Account or Depository Account
Book‐Building : The process by which an issuer attempts to determine the price to offer it’s securities
Method based on demand from Eligible investors (EIs)
BPML : Bashundhara Paper Mills Ltd.
BSA : Bangladesh Standards of Auditing
BSEC : Bangladesh Securities and Exchange Commission
C
CDBL : Central Depository Bangladesh Ltd.
CEO : Chief Executive Officer
CFO : Chief Financial Officer
CIB : Credit Information Bureau
Commission : Bangladesh Securities and Exchange Commission
Companies Act : Companies Act, 1994
Company : Bashundhara Paper Mills Limited
Corporate Office : Head Office of the Comapny
CRAB : Credit Rating Agency of Bangladesh Limited
CSE : Chittagong Stock Exchange Limited
Cut‐Off Price : The lowest price offered by the bidders at which the EI portion of total issue could be
exhausted
D
DSE : Dhaka Stock Exchange Limited
E
EIs : Eligible Investors
EMS : Express Mail Service
EPS : Earnings Per Share
ERP : Enterprise resource planning Software
Exchanges : Stock Exchanges
EWPD : East West Property Development (Pvt.) Ltd.
F
FC Account : Foreign Currency Account
FY : Financial Year
I
IAS : International Accounting Standards
IPO : Initial Public Offering
Issue : Public Issue
Issuer : Bashundhara Paper Mills Limited
Issue Manager : AAA Finance & Investment Limited
N
NAV : Net Asset Value per share
NBR : National Board of Revenue

6
NRB : Non Resident Bangladeshi
O
Offering Price : Price of the Securities of Bashundhara Paper Mills Limited Being Offered
R
Registered Office : Plot # 125/A, Road#2, Block # A, Bashundhara R/A, Dhaka‐1229
RJSC : Registrar of Joint Stock Companies & Firms
Rules : Bangladesh Securities & Exchange Commission (Public issue Rules), 2015
S
SAP : Systems, Applications and Products Software
Securities : Shares of Bashundhara Paper Mills Limited
Sponsors : The Sponsor Shareholders of Bashundhara Paper Mills Limited
Stockholders : Shareholders
STD Account : Short Term Deposit Account
Subscription : Application Money
T
Tk. : Bangladeshi Taka
V
VAT : Value Added Tax
W
WPPF : Workers Profit Participation Fund

7
 TABLE OF CONTENTS
Particulars Page No.
EXECUTIVE SUMMARY
(a) About the Industry 11‐12
(b) About the Issuer 13
(c) Financial Information 14
PART I (d) Features of the issue and its objects 14
(e) Legal and other information 14‐15
(f) Promoters’ background 16‐18
(g) Capital structure and history of capital raising 18‐19
(h) Summary of the valuation report of securities 19
CONDITIONS IMPOSED BY THE COMMISSION
PART II Disclosure in respect of issuance of security in dematerialized form 20
Conditions imposed by the Commission in the consent letter 20‐25
DECLARATION AND DUE DILIGENCE CERTIFICATES 26‐43
PART III
AS PER ANNEXURE A, B & C
ABOUT THE ISSUER
Name of the issuer, dates of incorporation and commencement of its 44
commercial operations, its logo, addresses of its registered office, other
(a)
offices and plants, telephone number, fax number, contact person, website
address and e‐mail address;
PARTIV (b) The names of the sponsors and directors of the issuer; 44
The name, logo and address of the auditors and registrar to the issue, along 45
(c) with their telephone numbers, fax numbers, contact persons, website and e‐
mail addresses;
The name(s) of the stock exchanges where the specified securities are 46
(d)
proposed to be listed;
PART V CORPORATE DIRECTORY OF THE ISSUER 46
DESCRIPTION OF THE ISSUER
(a) Summary 47‐49
(b) General Information 50‐61
PART VI (c) Capital Structure 61‐72
(d) Description of Business 73‐90
(e) Description of Property 90‐110
(f) Plan of Operation and Discussion of Financial Condition 110‐146
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
(a) Overview of business and strategies; 147‐148
(b) SWOT analysis; 148‐149
(c) Analysis of the financial statements of last five years; 150‐151
PART VII
Known trends demands, commitments, events or uncertainties that are likely 152
(d)
to have an effect on the company’s business;
(e) Trends or expected fluctuations in liquidity; 152
Off‐balance sheet arrangements those have or likely to have a current or future 152
(f)
effect on financial condition.
DIRECTORS AND OFFICERS
Name, Father’s name, age, residential address, educational qualification, 153
(a) experience and position of each of the directors of the company and any
person nominated/represented to be a director;
The date on which he first became a director and the date on which his current 153
(b)
PART VIII term of office shall expire;
Director has any type of interest in other businesses, names and types of 154
(c)
business of such organizations;
Statement of if any of the directors of the issuer are associated with the 155
(d)
securities market in any manner;
(e) Family relationship (father, mother, spouse, brother, sister, son, daughter, 155

8
 spouse’s father, spouse’s mother, spouse’s brother, spouse’s sister) among the
directors and top five officers;
(f) A very brief description of other businesses of the directors; 156
(g) Short bio‐data of each director; 157‐158
Loan status of the issuer, its directors and shareholders who hold 5% or more 159
(h) shares in the paid‐up capital of the issuer in terms of the CIB Report of
Bangladesh Bank;
Name with position, educational qualification, age, date of joining in the 159‐160
company, overall experience (in year), previous employment, salary paid for
(i) the financial year of the Chief Executive Officer, Managing Director, Chief
Financial Officer, Company Secretary, Advisers, Consultants and all
Departmental Heads;
(j) Changes in the key management persons during the last three years; 160
(k) A profile of the sponsors including their names, father’s names, age, personal 161‐162
addresses, educational qualifications, and experiences in the business;
(l) If the present directors are not the sponsors and control of the issuer was 162
acquired within five years immediately preceding the date of filing prospectus;
(m) If the sponsors/directors do not have experience in the proposed line of 162
business, the fact explaining how the proposed activities would be carried
out/managed;
(n) Interest of the key management persons; 162
(o) All interests and facilities enjoyed by a director, whether pecuniary or non‐ 162
pecuniary;
(p) Number of shares held and percentage of shareholding (preissue); 163
(q) Change in board of directors during last three years; 163
(r) Director’s engagement with similar business; 163
PART IX CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS 163‐165
EXECUTIVE COMPENSATION
The total amount of remuneration/salary/perquisites paid to the top five 166
(a) salaried officers of the issuer in the last accounting year and the name and
designation of each such officer;
Aggregate amount of remuneration paid to all directors and officers as a group 166
(b)
during the last accounting year;
If any shareholder director received any monthly salary/perquisite/benefit it 166
(c) must be mentioned along with date of approval in AGM/EGM, terms thereof
and payments made during the last accounting year;
PART X
The board meeting attendance fees received by the director including the 166
(d)
managing director along with date of approval in AGM/EGM;
Any contract with any director or officer providing for the payment of future 166
(e)
compensation;
If the issuer intends to substantially increase the remuneration paid to its 166
(f) directors and officers in the current year, appropriate information regarding
thereto;
Any other benefit/facility provided to the above persons during the last 166
(g)
accounting year;
PART XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 167
TRANSACTIONS WITH THE DIRECTORS AND SUBSCRIBERS TO THE
MEMORANDUM
PART XII
(a) Benefits From the Company during last five years 167
(b) Directors and Subscribers’ Assets to the Company 167‐168
OWNERSHIP OF THE COMPANY'S SECURITIES
The names, addresses, BO ID Number of all shareholders of the company 168
(a) before IPO, indicating the amount of securities owned and the percentage of
PART XIII the securities represented by such ownership, in tabular form;
There shall also be a table showing the name and address, age, experience, BO 169
(b) ID Number, TIN number, numbers of shares held including percentage,
position held in other companies of all the directors before the public issue;

9
 The average cost of acquisition of equity shares by the directors certified by 169
(c)
the auditors;
A detail description of capital built up in respect of shareholding (name‐wise) 170‐172
(d) of the issuer’s sponsors/ directors. In this connection, a statement to be
included:‐
(e) Detail of shares issued by the company at a price lower than the issue price; 172
History of significant (5% or more) changes in ownership of securities from 172
(f)
inception.
PART XIV CORPORATE GOVERNANCE 173‐179
PART XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 180‐182
PART XVI DEBT SECURITIES 182
PART XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 183
PART XVIII MATERIAL CONTACTS 184‐187
PART XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 188
PART XX RISK FACTORS AND MANAGEMENT PERCEPTIONS ABOUT THE RISKS 189‐199
PART XXI DESCRIPTION OF THE ISSUE 199‐210
PART XXII USE OF PROCEEDS 211‐237
PART XXIII LOCK-IN 238
PART XXIV MARKETSFOR THE SECURITIES BEING OFFERED 239
PART XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 240
PART XXVI FINANCIAL STATEMENTS 241‐333
PART XXVII CREDIT RATING REPORT 334‐348
PART PUBLIC ISSUE APPLICATION PROCEDURE 349‐352
XXVIII
PART XXIX OTHERS 353‐421

10
 PART I EXECUTIVE SUMMARY

a) About the Industry:

Current World Scenario:
The global production of paper and board increased—with two exceptions (1975 and 1982)
continuously over the last few decades from 125 million tons in 1970 to 365 million tons in 2006.

It is projected that the market for paper and paper board will continue to grow globally at 2.3 percent
per year until 2030, with particularly sharp increases in developing countries (due to increases in
population, literacy rates, and quality of life) and a slight decline in the most advanced industrialize
counties (due to advances in electronic communications).
Over the last three decades, the paper making has increased globally but have not yet reached
production levels and the paper market needs more supplies.

Source:
FAO‐STAT Forestry Database (http://www.fao.org/corp/statistics/en/)
www.assignmentpoint.com/business/organizational‐behavior/assignment‐on‐pulp‐and‐paper‐
industry.html

Current Bangladesh Scenario:

Paper Industry:
Generally, all writing and printing are done on paper. Paper is also widely used as wrapping and
packaging material as well. The significance of paper and paper products in modern life is obvious to
everyone now a day.
In Bangladesh, the paper industry went into operation during late 1950s when the Karnaphuli Paper
Mill (KPM) at Chandragona in Chittagong was established. Following that, Bangladesh’s private sector
paper mills started in early 1980s in Narayanganj as well. Gradually the private sector has taken over
the paper sector in the country and are now producing 90‐95% paper products used in Bangladesh.
However, at present, around 80 paper mills are operating throughout the country. They produce
different grades of paper e.g., writing, printing, packaging, liner, media, simplex, duplex, board,
newsprint, cigarette, etc. The major players of the industry are listed below‐
Local private mills account for a market share of around Tk. 400 core/ month; i.e. 60000 MT/Month
which tends to around 5000 crores per year. Bashundhara Paper Mills Ltd possess around 30% market
share at this moment.
Besides, around 40000 MT paper products are also imported in each month. Considering above
circumstances we might conclude that the market size of paper products is around 8000 crores/ year.

Tissue Industry:
Per capita consumption of Tissues in Bangladesh is 145 gm.
Our tissue product contribution to GDP is 0.025%
Yearly growth rate is around 13% whereas global growth rate is 4.90%
(According to –Global tissue paper market 2012‐2016 by researchmoz‐)

Demand and Supply Gap:

According to the recent trend we believe the demand will cross 3200 MT within 1/2 years. In relation,
we have taken initiatives to focus rural markets now a day. Our nationwide awareness development
program through discussion session, meeting, and seminar is going on and we have included
thousands of Imams, spiritual leaders, socially recognized and respected persons in such programs. As
a result, we observed that awareness for using tissue products in the rural people is developing and
people under these areas start using tissue products which definitely increases the demand.

11
 Though our production capacity is around 2000 MT/ month but our factory always runs with 80% of
its capacity. As a result we usually get 80‐85% of our total requirement and due to shortage of
production capacity we cannot meet the market demand. Thus short supply becomes common
phenomenon now a day.

From 2013 we used to export around 700 MT in 23 countries of the world including England, Australia,
Bahrain, Dubai, India etc. Last 5 years average export 3,693 MT. Production shortage is one of the
reasons behind the story. Considering more profit margins we have focused on domestic markets
rather than export markets before.

But in response to continuous request from our overseas clients we have already planned to re‐
explore our export markets and believe that there is an opportunity to export around 1500 MT/
month which is almost double of the export company’s previous year.

Considering above circumstances we need to increase our production capacity by introducing more
4000 MT by 2016.In order to ensure market dominance there is no other alternatives but to
increase such.

Marketing Overview:
Bangladesh is a Muslim country with a population of around 16 crores. Being a Muslim we have to
observe 5 times prayer in a day. In order to observe our regular spiritual activities we need to be clean
after urination all the time. People are using tissue products to perform such. Besides, our growing
population, rapid urbanization are also playing roles to expand tissue markets.

Moreover, we have taken initiatives to create awareness as to increase the tissue uses. Our continuous
effort will definitely explores new arenas for our tissue products.

At present we observed 2200 MT monthly requirement of tissue products for which our contribution is
around 80% of total requirement. Our ceaseless efforts have already enabled us to grab more market
shares in coming days.

Existing Market Segment:

Generally we can divide tissue markets into three following segments‐

i. Urban Markets
ii. Semi‐ Urban Markets and
iii. Rural Markets.

People under urban markets are frequently purchase all types of tissue products, mostly facial tissue,
napkin and toilet tissues whereas people living in semi‐ urban areas use tissue products like napkin
and toilet tissue. On the other hand toilet tissues are frequently sold in rural areas as well.

The reasons behind to enter into this business, what are the facilities of existing competitors:

As per observation, in Bangladesh tissue industry is growing due to increase population, changing
lifestyles, developing awareness. For instance, our monthly sales were Tk. 20 lacs/ month during the
beginning of year 2000 whereas our present monthly sale is around Tk. 30 crores. Besides, potential
markets from rural areas are now exploring more than ever and around 70% people of the country live
in such areas. From this point of view tissue industry will flourish more in coming days.

Low overhead cost is the most significant facility we observed among the competitors. Besides,
competitors have minimum promotional expenditures as well. As a result they can introduce products
at a lower price.

Source of Data: BPML own research intelligence wing.

12
b) About the Issuer:

Bashundhara Paper Mills Limited

Bashundhara Paper Mills Limited (BPML) is one of the major concerns of Bashundhara Group. The
Company was incorporated in Bangladesh in 1993 as a private limited company under the Companies Act,
1913 having its registered office at Dhaka. It was converted in to public limited company in January 30,
1994. BPML started its commercial operation in March 01, 1997 as an import‐substitute local paper
manufacturing company. After that another two companies of the Bashundhara Group of same nature
namely “Bashundhara Newsprint & Duplex Board Industries Limited” (Former Shahjalal News Print
Industries Ltd.) and “Bashundhara Tissue Industries Limited” (Former Freyschmidt Tissue Limited)
amalgamated with BPML on October 10, 2009. After the amalgamation of all three companies carring out
its business as a single legal entity and operated three separate units as “Unit 1”, “Unit‐2” and “Unit‐3” for
administrative purpose only. Presently the Authorized Capital of the Company is BDT 5000 Million and
Paid‐Up Capital stands at BDT 1477.49 Million. The factory of BPML is located atUnit 1: Meghnaghat,
Baranagar, P/O: Newtown, Sonargaon, Narayangonj; Unit 2: Meghnaghat, P/O: Newtown, Sonargaon,
Narayangonj; Unit 3: Anurpura, Gazaria, Munshigonj.The company produces various kinds of papers,
paper products, tissues, PP Woven bags and Sack bags in unit‐1 and unit‐2 located at Narayangon and
produces various kinds of tissues in unit‐3 located at Munshigonj. The total installed capacity for paper &
tissue products is about 175,500 MT per annum and the total cpacity for the bag section is about 120
Million pices per annum.

13
 c) Financial Information:
Major financial information of BPML is as follows:
Amount in BDT
Particulars
June 30, 2016 Dec 31, 2015 Dec 31, 2014 Dec 31, 2013 Dec 31, 2012 Dec 31, 2011
Authorized Capital 5,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000 5,000,000,000
Total Assets 18,908,848,938 18,087,815,959 17,078,550,518 16,352,157,284 14,674,489,788 13,826,080,275
*
Retained Earnings 855,508,897 548,408,983 324,461,831 377,552,314 249,045,262 152,576,945*
Share capital 1,477,497,750 1,477,497,750 495,355,900 190,521,500 190,521,500 190,521,500
Share money ‐ ‐ 982,141,850 982,141,850 1,333,174,750 1,333,174,750
deposit
Long term 1,122,530,545 1,202,736,694 1,355,503,553 1,559,098,772 506,588,995 409,461,681
borrowing‐current
portion
Short term 7,353,006,858 6,522,946,320 7,011,870,577 6,256,819,864 6,526,347,929 4,327,520,130
borrowing
Revenue 5,692,734,196 10,435,756,308 10,335,094,709 10,501,929,489 10,231,758,607 9,086,822,654
Gross profit 1,029,117,481 1,802,630,212 1,790,011,312 1,711,985,736 1,634,031,268 1,571,897,198
Income tax 65,472,020 114,882,225 342,600,285 413,039,692 360,503,400 448,032,263
provision
Profit after tax 316,578,047 264,672,844 218,122,716 97,070,738 65,003,068 104,942,921
EPS (Diluted) 2.14 3.63 2.99 0.66 0.44 0.71
EPS (Basic) 2.14 3.63 4.40 5.10 3.41 5.47*
NAV 30.49 60.88 37.60* 132.50 127.40* 142.63
*Restated Figure
d)Features of the issue and its objects:
Bashundhara Paper Mills Limited intends to issue 26,041,667 ordinary shares of Tk. 10.00 each at an
issue price of Tk.80.00including a premium of Tk.70.00 totaling BDT. 2,000,000,000only through Initial
public offering (IPO) subject to approval of concernedregulatory authorities.

Object of net proceeds from Initial Public Offering (IPO) will be used for expansion of business activities,
purchases of machineries and repayment of long term loan.

e) Legal and other Information:

Bashundhara Paper Mills Limited was incorporated in Bangladesh on September 28, 1993 as a private
limited company vide registration no.C‐24705(539)/93 under the Companies Act, 1913 (VII of 1913)
having its registered office at Dhaka. It was converted in to public limited company in January 30, 1994.
Bashundhara Paper Mills Limited was amalgamated with two companies of same nature namely
“Bashundhara Newsprint & Duplex Board Industries Limited” (Former Shahjalal News Print
Industries Ltd.)and “Bashundhara Tissue Industries Limited”(Former Freyschmidi Tissue Limited)on
October 10, 2009.The major legal informations are given below:

Certificate/
Certificate Issuer/ Authority Issue Date Renewal date Expiry Date
License No.
Certificate of Register of Joint Stock C‐24705(539)/93 28.10.1993 N/A N/A
Incorporation Companies and Firms,
Government of Bangladesh
TIN National Board of Revenue, E‐TIN 02.10.2013 N/A N/A
Certificate Government of Bangladesh. 169620580996
VAT Customs, Excise and Unit‐1 21131000470 20.11.2012 N/A N/A
Certificate VAT Commission rate,
Unit‐2 21131001353 26.11.2012 N/A N/A
Government of
Bangladesh. Unit‐3 19301000676 02.12.2012 N/A N/A
Import Office of the Chief Controller of e-133107 18.01.2003 17.07.2017 30.06.2018
Registration Export & Import, Government
Certificate of Bangladesh

14
Export Office of the Chief i-55752 05.08.2001 16.07.2017 30.06.2018
Registration Controller of Export & Import,
Certificate Government of
Bangladesh
Trade License Pirojpur Union Parishad, 02, 159 01.07.2017 01.07.2017 30.06.2018
Sonargaon, Narayangonj
4 No. Bhaberchar Union Parishad 05/2017‐18 30.07.2017 30.07.2017 30.06.2018
Dhaka City Corporation 05‐04875 29.08.2013 12.07.2017 30.06.2018
Environment Environment Bureau bs-18‐01155 06.02.2018 22.11.2017 22.11.2018
Clearance Narayangonj Zilla
Certificate
Fire License Fire Services and Dhaka‐10750/98 03.05.1998 18.06.2017 30.06.2018
Civil Defense, Dhaka‐ 04.09.2001 18.06.2017 30.06.2018
Government of Bangladesh 14277/2001
Dhaka‐ 22.02.2011 19.06.2017 30.06.2018
13121/2000
Board of Board of Investment, 9810045‐H 20.10.1994 N/A N/A
Investment Government of
Certificate Bangladesh
DCCI Dhaka Chambers of Commerce 02392 03.02.2014 01.01.2018 31.12.2018
Certificate
Acid Usage Ministry of Home Affairs 13/2013‐2014 27.04.2014 13.07.2017 30.06.2018
License
BERC License Bangladesh Energy Regulatory BERC/POWER/CP 02.02.2016 20.08.2017 15.05.2018
Commission P‐0281/L/0283
(Part‐1)/0577
Factory Dy Chief Inspector of Factories 10407/bvtMÄ 08.08.1999 31.05.2017 30.06.2018
Inspection
Dy Chief Inspector of Factories 9832/XvKv 12.03.1997 31.05.2017 30.06.2018
License
Dy Chief Inspector of Factories 10340/bvtMÄ 09.05.1999 21.06.2017 30.06.2018
Boiler Office of the Chief Inspector of
Certificate Boilers
Unit‐1 evt et 1256, 05.12.2017, 12.12.2017 22.11.2018
evt et 6477 14.06.2015 09.10.201709.1 19.08.2018
evt et 6476 14.06.2015 0.201709.10.20 19.06.2018
evt et 8628 08.06.2016 17 19.06.2018
Unit‐2 evt et 2860 04.04.2016 26.04.2017 12.04.2018
Unit‐3 evt et 6605, 23.11.2017; 12.12.2017 25.10.2018
evt et 6606 23.11.2017; 12.12.201712.0 25.10.2018
evt et1916, 18.05.2016; 2.2018 12.08.2018
evt et3950, 19.10.2016; 05.02.201725.0 21.01.2018**
evt et7243, 19.10.2016; 7.2017 27.05.2018
evt et7244 30.03.2017 25.07.2017 27.05.2018
evt et9257 30.03.2017 27.03.2018
BSTI Bangladesh Standards and 3639 26.12.2016 30.06.2018
Testing Institution
ISO International Organization for QCSMPL/INT/E/J July 07, N/A 07.07.2018
Standardization / 498‐R 2015
Forest Forest Stewardship Council® RINA‐COC‐ March 23, N/A 22.03.2021
Stewardship RINA Services SpA, Via Corsica 000101 2016
Council‐FSC 12‐16128 Genova Italy
Certificate
**cancel for idle

15
f) Promoters’ background:
Mr. Ahmed Akbar Sobhan

Mr. Ahmed Akbar Sobhan is the founder of Bashundhara Group, which is currently operating in various
lines of business activities including real estate, cement manufacturing, oil and petroleum, private
economic zones, paper, tissue and allied products manufacturing, LP gas food & beverage industries in
local and international trading etc. Bashundhara Group started its operation with a real estate venture
and now emerged as one of the biggest industrial and commercial conglomerates in the country.
Dynamism, leadership, commitment, sincerity, vision and farsightedness of Mr. Ahmed have placed the
group in such an ideal position in this country.

Mr. Ahmed was selected as Commercially Important Person (CIP) by the Government of the People’s
Republic of Bangladesh decades. Presently he is associated with the following organizations:

 Mission Chief, Honorary Consul of Ukraine to People’s Republic of Bangladesh;

 President, Bangladesh Land Developers Association;
 Chairman, Real Estate and Housing Association (REHAB) Advisory Standing Committee;
 Member of Bangladesh Paper Mills Association (BPMA);
 Member of Bangladesh Cement Manufacturers Association (BCMA);
 Member of General Body of Federation of Bangladesh Chambers of Commerce and Industry
(FBCCI) and Dhaka Chamber of Commerce and Industry (DCCI);
 International Chambers of Commerce (ICC).

Mr. Ahmed Akbar Sobhan received following accolades at home & from abroad in recognition
of his excellent business performance and remarkable contributions in socio-economic fields:

 Kar Bahadur recognition by National Board of Revenue of Bangladesh in 2016‐2017;

 Mother Teresa International Canonization Award in 2016;
 Best Client Award of Agrani Bank Ltd. in 2010;
 Bangladesh Cultural Foundation Award in 2009;
 Janata Bank Prime Customer Award in 2002;
 USA Summit International Award in 2002;
 Arthakantha Business Award in 2001;
 President Gold Medal in 1994;
 Moulana Bhasani National Award 1993‐ as awarded by Moulana Bhasani Jatio Srimiti Parishad
for outstanding Contribution in the housing sector;
 Kazi Nazrul Islam Medal in 1992.

Mrs. Afroza Begum

Mrs. Afroza Begum is one of the sponsor director of the Company. She is graduated from University of
Dhaka and has significant contributions towards establishment and development of Bashundhara Group.
She played a pivotal role in setting up of many new industries in steel & engineering, ship building and
shipping, cement food & beverage and paper sectors as well as the restructuring process of the group for
achieving optimum level of efficiency in productions.
She is also the Chairman of Board of Trustees of Afroza Begum Welfare Foundation. The Foundation has
been running a project of 200 bed hospital in Manikgonj. Mrs. Afroza Begum is one of the Trustees of
Bashundhara Foundation and serving in this capacity since establishment of the Foundation. The
Foundation has been operating “Interest Free Loan Scheme/Project” operated for the poverty striken
poor women community of the rural areas. This unique and extra‐ordinary scheme was the brain child of
Mrs. Afroza Begum. The Scheme already helped more than 12,000 women of the rural target areas to
their becoming self‐reliant.
She is one of the highest income tax payers in Bangladesh for consecutive last several years.

16
Mr. Sadat Sobhan

Mr. Sadat Sobhan is a sponsor of the Bashundhara Paper Mills Ltd. and has served about a decade as the
Managing Director of the Bashundhara Paper Mills Ltd. Mr. Sadat was graduated from Huron University,
UK in Science. He is a leading business entrepreneur of this country and meanwhile acquired versatile
knowledge on trade, business and corporate management. He had significant contributions in
establishment of some big business ventures of this country under the canopy of the Bashundhara Group
which created huge job opportunities for the skilled human resources.

Mr. Sadat Sobhan was selected as a Commercially Important Person (CIP) by the Government of the
People’s Republic of Bangladesh in the year 2000‐2001. He is one of the highest income tax payers in
Bangladesh for consecutive several years. And a member of Dhaka Chamber of Commerce and Industries,
Metropolitan Chamber of Commerce and Industries as well as SAARC Chamber of Commerce and
Industries.

Mr. Shafiat Sobhan

Mr. Shafiat Sobhan the one of the sponsors of the Bashundhara Paper Mills Ltd. has completed his
graduation in UK, before starting his business career by undertaking responsibilities in Bashundhara
Group particularly in the fields of human resources development, finance and investment management,
planning and implementation. Under his leadership establishment expansion and restructuring schemes
in the Steel & Engineering, IT, Cement, Shipping, Food and Beverage, LP Gas, Service sectors of
Bashundhara Group were initiated and implemented and reaching with good repute.

Mr. Shafiat Sobhan was selected as a Commercially Important Person (CIP) by the Government of the
People’s Republic of Bangladesh in the year 2000‐2001. He is also member of Dhaka Chamber of
Commerce and Industries (DCCI).

Mr. Sayem Sobhan

Mr. Sayem Sobhan is one of the sponsors of Bashundhara Paper Mills Ltd. had his graduation from
American International University, London, UK in business administration and then he joined the
Bashundhara Group. He has vast experience in business development, corporate management and
administration and significantly contributed in development of various ventures at home and abroad. His
far‐reaching commitments, spontaneous decision making capabilities and business acumen enabled this
Group to extend its operations to new horizons.

As recognition to his contributions in business and corporate management he was selected as the CIP of
People’s Republic of Bangladesh in the year 2000‐2001. As the first Bangladeshi he has been honored
with the most prestigious Dadasaheb Phalke Excellence Awards‐2017 in recognition of for his
outstanding contributions in the field of mass media, social service and sports. He was also conferred with
US Congressional Recognition Medal in 2011 for his achievement in strengthening business ties between
Bangladesh and USA. He got business memberships of many recognized associations including
DCCI, MCCI, SAARC Chamber of Commerce & Industries. Mr. Sayem Sobhan is a keen sportsman and is
currently serving as the Chairman of the Sheikh Russel Krira Chakra Ltd.

Mr. Safwan Sobhan

Mr. Safwan Sobhan is a young enterprising entrepreneur in this Country. At present he is serving as the
Managing Director of Bashundhara Paper Mills Ltd. and the Vice‐Chairman of the largest business
conglomerate in this country i.e. Bashundhara Group. After his schooling from UK and had completed his
bachelor’s degree in business administration from American Intercontinental University, USA. He
established various corporate houses at home and abroad and earned laurels for his corporate leadership
qualities.
Since his appointment as the Director, he has been contributing actively in the overall local and global
planning, strategy formulation, HRM, decision making process of this Company and the Bashundhara
Group as well. His specialization in the time management, branding of products promotion,
troubleshooting and crisis management brought very positive result in the Group.

17
 Mr. Safwan also acted as the Chairman of the Editorial Board of The Daily Sun and the Bangladesh
Pratidin and the online news portal Banglanews24.com. He was recognized as the one of the highest
income tax payers in Bangladesh for consecutive last several years.
Mr. Safwan is a keen sportsman and involved in various activities to promote sports activities at home
and abroad. He has been serving as a Councilor of the Bangladesh Cricket Board since 2017 and the
current President of the Lt. Sheikh Jamal Dhanmondi Club Ltd. He is now the Chairman of Toggy Sports
Ltd. ‐ the owner of the Rangpur Riders which is, the Champion Team in the prestigious Bangladesh
Premier League‐2017 (BPL). He is one of the patrons of the Army Golf Club, Dhaka and a Member of the
Dhaka Club Limited.

g) Capital structure and history of capital raising:

Capital structure
Type of Numbers of
Particulars Amount in Taka
Securities Securities
Authorized Capital Ordinary 500,000,000 5,000,000,000
Issued, Subscribed and Paid up capital Ordinary 147,749,775 1,477,497,750
Total Paid-up Capital Before IPO [A] Ordinary 147,749,775 1,477,497,750
Proposed Initial Public Offering (IPO) Ordinary
26,041,666 260,416,660
through book building method [B]
Total Paid-up Capital after IPO [A+b] Ordinary 173,791,441 1,737,914,410

18
 History of Capital Raising:

Mode of Allotment &

Nominal Amount of
Date of Numbers of Shares Allotted
Particulars of Allotment Price Share Capital
Allotment Other than Bonus Issue
Cash (BDT) (BDT)
Cash
1stAllotment:Memorandum 28.09.1993 100,000 ‐ ‐ 10 1,000,000
2ndAllotment: Cash 15.09.1997 8,922,150 ‐ ‐ 10 89,221,500
3rd Allotment:
10.10.2009 ‐ 10,030,000 ‐ 10 100,300,000
Amalgamation
4th Allotment: Bonus Issue 25.02.2015 ‐ ‐ 30,483,440 10 304,834,400
5th Allotment: Cash 12.08.2015 98,214,185 ‐ ‐ 10 982,141,850
Total: 107,236,335 10,030,000 30,483,440 1,477,497,750

h) Summary of Valuation Report of securities:

Fair Value
Sl. No. Valuation Methods
(BDT)
Method -01 Net Asset Value (NAV) at historical or Current costs 30.49
(With Revaluation Reserve)
Net Asset Value (NAV) at historical or Current costs 15.79
(Without Revaluation Reserve)
Method -02 Historical Earnings based value per share 22.38
Method-03 Yearly Average market price of Similar Stocks 49.06
Method -04 P/BV Multiple of Similar Stocks Based Valuation 53.05

The detailed valuation workings of the above‐mentioned methods are furnished under the head of
“Valuation Report of securities prepared by the Issue Manager” in this prospectusin page no.180‐182

19
 CONDITIONS IMPOSED BY THE COMMISSION IN THE
PART II
CONSENT LETTER

Disclosure in respect of issuance of security in Dematerialized Form:

As per provisions of the Depository Act, 1999 and regulations made there under, share of the Company
will be issued in dematerialized form only and for this purpose Bashundhara Paper Mills Limited will sign
an agreement with the Central Depository Bangladesh Limited (CDBL). Therefore, all transfers,
transmissions, splitting or conversions will take place on the CDBL system and any further issuance of
shares (including rights and bonus) will also be issued in dematerialized form only.

CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969:

PART–A
1. The Company shall go for Initial Public Offer (IPO) for 26,041,666 ordinary shares, from which 60%
i.e. 15,625,000 ordinary shares are reserved for Eligible Investors (EIs) at cut‐off price of Tk. 80.00
and remaining 40% i.e 10,416,666 ordinary shares at a 10% discounted from the cut‐off price of Tk.
72.00 per share for General Public including NRB and Others totaling Tk. 2,000,000,000.00(Taka
two hundred crore only) approximately following the Securities and Exchange Ordinance, 1969, the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999
and rules made there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be published by the
issuer in 4 (Four) national daily newspapers (two in Bangla and two in English), within 02(two)
working days of issuance of this consent letter. The issuer shall post the full prospectus, vetted by
Commission, in the issuer’s website and shall also put on the websites of the Commission, stock
exchanges, and the issue manager, within 3(three) working days from the date of issuance of this
letter and shall remain posted till the closure of the subscription list. The issuer shall submit to the
Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted
prospectus in “MS ‐Word” format.
3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official
record within 5 (Five) working days from the date of publication of the abridged version of the
prospectus in the newspaper.
4. The issuer company and the issue manager shall ensure transmission of the prospectus and its
abridged version for NRBs through email to the Bangladesh Embassies and Missions abroad within 5
(Five) working days from the date of publication of the abridged version of the prospectus in the
newspaper. A compliance report shall be submitted in this respect to the Commission jointly by the
issuer and the Issue Manager within 02 (Two) working days from the date of said transmission of
the prospectus.
5. The following declaration shall be made by the company in the prospectus, namely: ‐
“Declaration about Listing of Shares with the stock exchange (s):
None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) days from
the closure of subscription, any allotment in terms of this prospectus shall be void and the company
shall refund the subscription money within 15 (Fifteen) days from the date of refusal for listing by
the stock exchanges, or from the date of expiry of the said 75 (Seventy Five) days, as the case may
be.
In case of non‐refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors
of the company, in addition to the issuer company, shall be collectively and severally liable for refund
of the subscription money, with interest at the rate of 2% (two percent) above the bank rate, to the
subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above
mentioned conditions and shall submit compliance report thereon to the Commission within 07
(Seven) days of expiry of the aforesaid 15 (Fifteen) days time period allowed for refund of the
subscription money.”

20
6. All applicants shall apply for a minimum lot of 100shares worth Taka 7,200/‐ (Taka seven thousand
two only) or its multiples.
7. The IPO shall stand cancelled in case of under‐subscription in any category above 35%. In such an
event, the issuer and issue manger shall inform the Commission within 2 (two) working days and
release the subscription money within 10 (ten) working days after receiving verification report from
CDBL and the information from exchanges regarding subscription.
8. 20% of the securities reserved for other general public shall be reserved for ¶wZMÖ¯’ ¶z`ª
wewb‡qvMKvix. In case of under-subscription under any of sub-categories of eligible investors
category or general public category, the unsubscribed portion shall be added to other sub-
category of the same category. In case of over subscription in the general public category, the
issuer and the issue manager shall jointly conduct an open lottery. In case of over subscription
in the eligible investors category, securities shall be allotted on pro-rata basis. No eligible
investor shall apply for more than 2% (two percent) of the total securities reserved for the
eligible investors.
9. An applicant cannot submit more than two applications, one in his/her own name and the
other jointly with another person. In case, an applicant submits more than two applications,
all applications will be treated as invalid and will not be considered for allotment purpose. In
addition, 15% (fifteen) of the application money will be forfeited by the Commission and the
balance amount will be refunded to the applicant.
10. The applicants who have applied for more than two applications using same bank account,
their application will not be considered for lottery and the Commission will forfeit 15% of
their subscription money.
11. Making of any false statement in the application or supplying of incorrect information therein
or suppressing any relevant information in the application shall make the application liable to
rejection and subject to forfeiture of 25% of the application money and/or forfeiture of share
(unit) before or after issuance of the same by the issuer. The said forfeited application money
or share (unit) will be deposited in account of the Bangladesh Securities and Exchange
Commission (BSEC). This is in addition to any other penalties as may be provided for by the
law.
12. The company shall furnish the list of allotees to the Commission and the stock exchange(s)
simultaneously in which the shares will be listed, within 24 (Twenty Four) hours of allotment.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors,
directors or shareholders having 10% or more shares, other than alternative investment funds,
through stock dividends, shall be subject to a lock‐in period of 02(two) years from the date of
issuance of the prospectus.
14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to
securities custodian registered with the Commission and shall remain held till completion of
lock-in period and the name of the securities custodian shall be furnished to the Commission
jointly by the issuer and issue manager, along with a confirmation thereof from the custodian,
within one week of listing of the shares with the stock exchange(s). Or they (shares of
Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL
system and issuer shall submit a dematerialization confirmation report generated by CDBL
and attested by Managing Director of the company along with the lock-in confirmation to the
Commission within one week of listing of the shares with the stock exchange(s). In respect of
shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those
shares and submit a statement to this effect to the Commission.
15. The company shall not declare any dividend/bonus shares before listing of its capital with any
Exchange from the date of this consent for raising of capital.
16. The company shall not engage itself into any merger/amalgamation or acquisition activities
without taking “No Objection” from the Commission, on the scheme of the said
merger/amalgamation or acquisition, as recommended by the Board of Directors, before
approval by the shareholders in General Meeting.

21
 PART–B
Application Process
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the
Stockbroker/ Merchant Banker where the applicant maintains customer account, within the cut‐
off date (i.e. the subscription closing date), which shall be the 25th (twenty fifth) working day
from the date of publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which
shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for,
Total Amount and Category of the Applicant. At the same time:
a) Other than non‐resident Bangladeshi (NRB) and Foreign applicants shall make the
application money and service charge available in respective customer account
maintained with the Stockbroker/Merchant Banker. No margin facility, advance or
deferred payment is permissible for this purpose. In case the application is made
through a margin account, the application money shall be deposited separately and the
Stockbroker/Merchant Banker shall keep the amount segregated from the margin
account, which shall be refundable to the applicant, if become unsuccessful.
b) Non‐resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD),
issued in favor of the Issuer for an amount equivalent to the application money, with
their application to the concerned Stockbroker/Merchant Banker. A Non‐resident
Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two)
applications made by him/her, i.e. one in his/her own name and the other jointly with
another person. The draft (FDD) shall be issued by the Bank where the applicant
maintains Foreign Currency account debiting the same account and provide
thecustomer with a certificate mentioning the FC account number which has been
debited to issue the FDD. The applicant shall also submit the certificate with their
application. No banker shall issue more than two drafts from any Foreign Currency
account for any public issue. At the same time, the applicant shall make the service
charge available in respective customer account maintained with the
Stockbroker/Merchant Banker.
c) Eligible investors shall submit application through the electronic subscription system of
the exchange(s) and deposit the full amount intended to subscribe by the method as
determined by exchange(s).
Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose
namely “Public Issue Application Account”. The Stockbroker/Merchant Banker shall:
a) post the amount separately in the customer account (other than NRB and Foreign
applicants), and upon availability of fund, block the amount equivalent to the application
money;
b) accumulate all the application/buy instructions received up to the cut‐off date, deposit the
amount in the “Public Issue Application Account” maintained with its bank within the first
banking hour of next working day of the cut‐off date;
c) instruct the banker to block the account for an amount equivalent to the aggregate
application money and to issue a certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a
certificate confirming the same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non‐resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker
shall preparea list containing the draft information against the respective applicant’s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing
Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03
(three) working days from the cut‐off date, send to the respective Exchange, the lists of
applicants in electronic (text format with tilde ‘~’ separator) format, the certificate(s) issued by

22
 its banker, the drafts and certificates received from Non‐resident Bangladeshi (NRB) and
Foreign applicants and a copy of the list containing the draft information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received
from the Stockbroker/Merchant Bankers, the drafts and certificates submitted by Non‐resident
Bangladeshi (NRB) and Foreign applicants and the list containing the draft information.
Exchanges shall verify and preserve the bankers’ certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to
6 months from listing of the securities with exchange.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in
electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the
consolidated list of applicants on its website and websites of the Exchanges. CDBL shall verify
the BOIDs as to whether the BO accounts of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the
applicants containing BO Account Number, Name, Addresses, Parents’ Name, Joint Account and
Bank Account information along with the verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the
applications, prepare category wise consolidated lists of valid and invalid applications and
submit report of final status of subscription to the Commission and the Exchanges within 10
(ten) working days from the date of receiving information from the Exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications
within 03 (three) working days from the date of reporting to the Commission and the
Exchanges, if do not receive any observation from the Commission or the Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06
(six) hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of
lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
a) send category wise lists of the successful and unsuccessful applicants in electronic (text
format with tilde ‘~’ separator) format to the respective Exchange.
b) send category wise lists of unsuccessful applicants who are subject to penal provisions
as per conditions of the Consent Letter issued by the Commission in electronic (text
format with tilde ‘~’ separator) format to the Commission and Exchanges mentioning the
penalty amount against each applicant.
c) issue allotment letters in the names of successful applicants in electronic format with
digital signatures and send those to respective Exchangein electronic form.
d) send consolidated allotment data (BOID and number of securities) in electronic text
format in a CDROM to CDBL to credit the allotted shares to the respective BO accounts.
Step-4 (Intermediary)
15. On the next working day, Exchangesshall distribute the information and allotment letters to the
Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:
a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s
respective Escrow Account opened for subscription purpose, and unblock the amount of
unsuccessful applicants;
b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal
provisions to the Issuer’s respective Escrow Accounts along with a list and unblock the
balance application money;
16. On the next working day of receiving the documents from the Exchanges, the
Stockbrokers/Merchant Banker shall request its banker to:
a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

23
 b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful
applicants (other than NRB and foreign) who are subject to penal provisions to the
respective ‘Escrow’ accounts of the Issuer opened for subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their
bankers shall unblock the amount blocked in the account(s) and remit the amount as requested
for to the Issuer’s ‘Escrow’ account.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money
blocked in the customer accounts; inform the successful applicants about allotment of securities
and the unsuccessful applicants about releasing their blocked amountsand send documents to
the Exchange evidencing details of the remittances made to the respective ‘Escrow’ accounts of
the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as per their
instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal
charges, if any, from the applicant who wants to withdraw the application money, up to an
amount of Tk. 5.00 (five) per withdrawal.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective
‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants through concerned
stockbroker or merchant banker or transfer to the applicant’s bank account (FC account which
has been debited to apply by NRB or foreign applicants) through banking channel within 10
(ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the
above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on
the date of publication of abridged version of prospectus.
22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn
or transferred during the blocking period. Amount deposited by the applicants shall not be used
by the Stockbrokers/Merchant Bankers for any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned
up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five)
only per application irrespective of the amount or category. The service charge shall be paid by
the applicant at the time of submitting application.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance
and drafts sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission
through a bank draft/payment order issued in favor of the Bangladesh Securities and Exchange
Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions
against any Stockbroker/Merchant Banker in case of violation of any provision of the public issue
application process with intimation to the Commission.
PART–C
1. The issue manager shall carefully examine and compare the published prospectus and its abridged
version on the date of publication with the copies vetted by the Commission. If any discrepancy is
found, both the issuer and the issue manager shall jointly publish a corrigendum immediately in the
same newspapers concerned, simultaneously endorsing copies thereof to the Commission and the
stock exchanges concerned. In this regard, the issue manager shall submit a compliance report to the
Commission within 5 working days from the date of such publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) and
that utilization of the said fund shall be effected through banking channel, i.e. through account payee
cheque, pay order or bank drafts etc.

24
3. The company shall furnish status report on utilization of Public Offering proceeds audited by
foreign affiliated auditors and authenticated by the board of directors to the Commission and
the Exchanges within 15 (Fifteen) days of the closing of each month until such fund is fully
utilized, as mentioned in the schedule contained in the prospectus. The issuer shall
simultaneously post the status report in its website and Exchanges shall also post the same in
company information contained in websites of the Exchanges. In the event of any irregularity
or inconsistency, the Commission may employ or engage any person to examine whether the
issuer has utilized the proceeds for the purpose disclosed in the prospectus.

4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the
following terms of reference (TOR) and confirm the same in their report/certificate:
(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in
the prospectus;
(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the
Commission’s consent letter;
(c) Whether utilization of IPO proceeds have been completed within the time
schedule/implementation schedule as specified in the published prospectus;
(d) Whether utilization of IPO proceeds is accurate and for the purpose of the
company as mentioned/specified in the published prospectus; and
(e) The auditors should also confirm that: (i) assets have been
procured/imported/constructed maintaining proper/required procedure as well
as at reasonable price; and (ii) auditors’ report has been made on verification of
all necessary documents/papers/vouchers in support of IPO proceeds making
reconciliation with Bank Statement.
5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank
transfers.
6. Proceeds of the public offering shall not be transferred to any other bank account before listing with
the Exchange(s). The proceeds shall not be used for any purpose other than those specified in the
prospectus without any valid ground. Any deviation in respect of time or purpose of utilization must
have prior approval of the shareholders in the general meeting and if approved by the shareholders,
the meeting resolution shall be submitted to the Commission and the Exchanges along with
reasonable explanations.
7. If any quarter or half‐year of the financial year ends after publication of the abridged version of
prospectus and before listing of its securities with any exchange, the company shall
disseminate/transmit/submit the said quarterly/half yearly financial statements in accordance with
the Commission’s Notification SEC/CMRRCD/2008‐183/admin/03‐34 dated September 27, 2009 and
Rules 13 of the Securities and Exchange Rules, 1987.
8. In the event of arising issues concerning Price Sensitive Information as defined under the wmwKDwiwUR I
G·‡PÄ Kwgkb (myweav‡fvMx e¨emv wbwl×KiY) wewagvjv 1995 after publication of the abridged version of
prospectus and before listing of its securities with any exchange, the company shall
disseminate/transmit/submit the information as price sensitive in accordance with the Commission’s
Notification No. SEC/SRMI/200‐953/1950 dated October 24, 2000.
PART–D
1. As per provision of the Depository Act, 1999 & Regulations made thereunder, shares will only be
issued in dematerialized condition. All transfer/transmission/splitting will take place in the
depository system of Central Depository Bangladesh Ltd. (CDBL) and any further issuance of shares
(including rights/bonus) will be made in dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the
‘Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015’ and the listing
regulations of the Exchanges.
3. The Commission may impose further conditions/restrictions etc. from time to time as and when
considered necessary which shall also be binding upon the issuer company.

25
PART III DECLARATION AND DUE DILIGENCE CERTIFICATES

Annexure-A

Declaration about the responsibility of the directors, including the CEO of the issuer in respect of
the prospectus

[Rule 4 (1) (d)]

This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept
full responsibility for the authenticity, accuracy and adequacy of the statements made, information given
in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the
Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions
concerning this public issue and prospectus have been met and that there are no other information or
documents, the omission of which make any information or statements therein misleading for which the
Commission may take any civil, criminal or administrative actions against any or all of us as it may deem
fit.
We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to
make a well informed decision for investment.

Sd/‐ Sd/‐ Sd/‐

Ahmed Akbar Sobhan Safwan Sobhan Md. Imrul Hassan
Chairman Managing Director Director

Sd/‐ Sd/‐ Sd/‐

East West Property
Development (Pvt.) Ltd.
Director
Represented By:
Md. Nazmul Alam Bhuiyan
Mr. Zeaur Rahman Mr. Khawaja Ahmedur
Independent Director Rahman
Independent Director

Date: January 01, 2017

26
 Annexure-B

Due diligence certificate by Issue Manager(s) in the prospectus

[Rule 4 (1) (d)]

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of26,041,666 Ordinary Shares of Tk. 200.00 Crore by Bashundhara Paper Mills
Limited.

Dear Sir,
We, the issue manager(s) to the above‐mentioned forthcoming issue, state and confirm as follows:

(1) We have examined all the documents submitted with the application for the above
mentioned public issue, visited the premises of the issuer and interviewed the
Chairperson, Directors and key management personnel of the issuer in connection with
the finalization of the prospectus pertaining to the said issue;

(2) On the basis of such examination and the discussions with the directors, officers and
auditors of the issuer, other agencies, independent verification of the statements
concerning objects of the issue and the contents of the documents and other materials
furnished by the issuer.

WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials
and papers relevant to the issue;

(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines,
instructions, etc. framed/issued by the Commission, other competent authorities in this
behalf and the Government have been duly complied with;

(c) The disclosures made in prospectus true, fair and adequate to enable the investors to make
a well informed decision for investment in the proposed issue and such disclosures are in
accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities
and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;

(d) Besides ourselves, all the intermediaries named in the prospectusare registered with the
Commission and that till date such registrations are valid;

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their
underwriting commitments;

(f) The proposed activities of the issuer for which the funds are being raised in the present
issue fall within the ‘main objects’ listed in the object clause of the Memorandum of
Association or other charter of the issuer and that the activities which have been carried
out till now are valid in terms of the object clause of its Memorandum of Association;

(g) Necessary arrangements have been made to ensure that the moneys to be received
pursuant to the issue shall be kept in a separate bank account and shall be used for the
purposes disclosed in the use of proceeds section of the prospectus;

(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures

27
 which, in our view, are fair and adequate to enable the investor to make a well informed
decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in
view of the nature of current business background or the issuer, situation at which the
proposed business stands, the risk factors, sponsors experiences etc. We also confirm that
the due diligence related process, documents and approval memos shall be kept in record
by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

(j) We enclose a checklist confirming rule‐wise compliance with the applicable provisions of
the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing
details such as the rule number, its text, the status of compliance, page numbers of the
prospectus where the rules has been complied with and our comments, if any;

(k) We also declare that we have managed the public issue of following issuers in the last 05
(five) years:

Issue Dividend Payment History (Year Wise)

Sl. Name of the Issue
Price
No. Issue Month/Year 2012 2013 2014 2015 2016
(Tk.)
1 Zahintex 08‐08‐2011 25 10 % B 15% B 10% B 10% B 8% B
Industries Ltd. 5% C 7% C
2 GPH Ispat Ltd. 13‐12‐2011 30 20% B 10% B 5% B 17% C 12% C
3 Shahjibazar 18‐02‐2014 25 5% B 3% B 3%B
N/A N/A
Power Co. Ltd. 25% C 28% C 30%C
N. B. ‘B’ indicates Bonus share or Stock Dividend and ‘C’ indicates Cash Dividend

Place: Dhaka Sd/‐

Date: 24‐07‐2016 Mohammad Obaydur Rahman, FCS
Managing Director
AAA Finance & Investment Ltd.

28
 Annexure-C
Due diligence certificate by the underwriter(s)
[Rule 4 (1) (d)]
AAA Finance & Investment Limited
To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666Ordinary Shares of Tk. 200.00 Crore by Bashundhara Paper Mills
Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital
stands at Tk. 25 Crore (Twenty five crore) and we have the capacity to underwrite a total
amount of Tk. 125 Crore (One hundred twenty five crore) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 5 Crore (Five crore) for the
upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
(Name of issue and amount underwritten)

SL. No. Name of the Company Nature of Issue Amount Underwritten (Tk.)
1. AB Bank Limited Rights 300,000,000
2. Saif Powertec Limited Rights 19,999,995
Total: 319,999,995

(c) All information as are relevant to our underwriting decision have been received by us and
the prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Mohammad Obaydur Rahman, FCS
Managing Director
AAA Finance & Investment Limited
Place: Dhaka
Date: 26‐10‐2017

29
 AFC Capital Limited

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666 Ordinary Shares of Tk. 2,000,000, 000.00 by Bashundhara Paper
Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and

(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a
merchant banker and eligible to carry out the underwriting activities. Our present paid‐up
capital stands at Tk. 130,000,000,000.00 (Thirtten Crore only) and we have the capacity to
underwrite a total amount of Tk. 650,000,000.00 (Sixty‐Five Crore) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 50,000,000.00 (Five Crore)
for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
Sl. No. Name of the Company Amount Underwritten (BDT)
1 STS Holdings Limited 60,800,000
2 Intraco Refueling Station Limited 45,000,000
3 Index Agro Industries Limited 70,000,000
4 Indo‐Bangla Pharmaceuticals Limited 17,500,000
5 LankaBangla Finance Limited 159,125,470
6 Genex Infosys Limited 30,000,000
7 Esquire Knit Composite Limited 20,000,000
8 SK Trims & Industries Limited 30,000,000
9 Energypac Power Generation Limited 25,000,000
10 Ratanpur Steel Re‐Rolling Mills Limited 50,000,000
Total 507,425,470

(c) All information as are relevant to our underwriting decision have been received by us and
the prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Mohbub H. Mazumdar FCMA
Chief Executive Officer
AFC Capital Limited
Place: Dhaka
Date: October 29, 2017

30
 EBL Investments Limited
To
The Bangladesh Securities and Exchange Commission
Sub: Public Issue of 26,041,666 Ordinary Shares of Tk. 2,000,000,000.00 by Bashundhara Paper
Mills Limited.
Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital
stands at Tk. 300,000,000.00 (Three Hundred million only) and we have the capacity to
underwrite a total amount of Tk. 1500,000,000.00 (Fifteen Hundred Million) as per relevant
legal requirements. We have committed to underwrite for up to Tk. 50,000,000.00 (Fifty
Million) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
(c) A SL. No. Name of the Company Amount Underwritten ()
l 1 Fortune Shoes Limited 14,000,000
l 2 Supreme Seed Company Ltd. 22,000,000
3 Pacific Denims Limited 75,000,000
i 4 SBS Cables Ltd. 41,922,000
n 5 ADN Telecom Ltd. 38,700,000
f 6 IDLC Finance Limited 50,000,000
o 7 The ACME Laboratories Ltd. 40,960,000
r 8 Silco Pharmaceuticals Limited 26,250,000
m
9 STS Holdings Limited 20,000,000
a
10 Dhaka Regency Hotel and Resort Limited 21,000,000
t
11 Intraco Refueling Stations Limited 30,000,000
i
12 Nurani Nurani Dyeing and Sweater Ltd. 75,250,000
o
n Total 455,082,000
as are relevant to our underwriting decision have been received by us and the prospectus
forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/‐
Moinul Hossain Asif
Managing Director
Date:29.102017

31
 Citizen Securities & Investment Limited
To
The Bangladesh Securities and Exchange Commission
Sub: Public Issue of 26,041,666Ordinary Shares issuing with premium totaling Tk. 200.00 crore
by Bashundhara Paper Mills Limited.
Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands
at Tk. 250,275,000.00 (Twenty Five Crore Two lac Seventy Five Thousand Only) and we have
the capacity to underwrite a total amount of Tk. 1,251,375,000.00 (One Hundred Twenty Five
Crore Thirteen Lac & Seventy Five Thousand only) as per relevant legal requirements. We
have committed to underwrite for up to Tk. 50,000,000.00 (Five Crore) for the upcoming
issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)

SL. No. Name of the Company Amount Underwritten (BDT)

1 Hemple Rhee Mfg Co, (BD) Ltd. 70,000,000.00
2 IDLC Finance Limited 30,000,000.00
3 BANGAS Limited 32,944,720.00
4 BD. Thai Limited 283,350,280.00
5 VFS Thread Dyeing Limited 17,000,000.00
6 IFCO Garments & Textitles Ltd. 17,500,000.00
7 Silco Pharmaceuticals Limited 26,250,000.00
8 Bashundhara Paper Mills Limited. 50,000,000.00
Total 527,045,000.00

(c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Tahid Ahmed Chowdhury, FCCA
Managing Director & CEO

Place: Dhaka
Date: 29.10.2017

32
 BMSL Investment Limited
To
The Bangladesh Securities and Exchange Commission

Sub: Public Offer of26,041,666Ordinary Shares issuing with premium totaling to Tk. 200.00 crore
by Bashundhara Paper Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
2. On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital
stands at Tk. 42,00,00,000.00 (Forty two crore only) and we have the capacity to
underwrite a total amount of Tk. 210,00,00,000(Two Hundred Ten Crore only) as per
relevant legal requirements. We have committed to underwrite for up to Tk. 2,80,00,000.00
(Two crore Eighty Lac Only) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)
SL.No Name of the Company Amount Underwritten( BDT)
1 Ananda Shipyard & Slipways Limited 18,180,000.00
2 Dhaka Regency Hotel and Resort Limited 25,000,000.00
3 MP Spinning Mills Ltd. 40,000,000.00
4 Hemple Rhee Manufacturing Co. (BD) 14,000,000.00
5 Summit Shipping Ltd. 52,500,000.00
6 Karim Spinning Mills Ltd. 75,000,000.00
7 Summit Uttraranchol Power Co. Ltd. 12,000,000.00
8 Metrocem Cement Limited 100,000,000.00
9 IDLC Finance Limited (right Issue) 50,000,000.00
10 Yeakin Polymer Limited 28,000,000.00
11 Bashundhara Paper Mills Limited 50,000,000.00
Total 464,680,000
c) All information as are relevant to our underwriting decision have been received by us and
the prospectus forwarded to the Commission has been approved by us;
d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
e) This underwriting commitment is unequivocal and irrevocable.

For Underwriter
Sd/‐
Sumon Chandra Modak
Managing Director (CC)
Place: Dhaka
Date: 29.10.2017

33
 LankaBangla Finance Investments Limited
To
The Bangladesh Securities and Exchange Commission

Sub: Public Offer of 26,041,666 Ordinary Shares of Tk. 200 crore of Bashundhara Paper Mills Ltd.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined
the prospectus, other documents and materials as relevant to our underwriting decision; and

2. On the basis of such examination and the discussions with the issuer company, its directors and
officers, and other agencies, independent verification of the statements concerning objects of the
issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands at
Tk. 1,670,000,000.00 (Taka One Hundred Sixty Seven Crore only) and we have the capacity to
underwrite a total amount of Tk. 8,350,000,000.00 (Taka Eight Hundred Thirty Five Crore only)
as per relevant legal requirements. We have committed to underwrite for up to Tk.
50,000,000.00 (Taka Five Crore only) for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of The Company Amount Underwritten ( BDT)

1 VFS Thread Dying Limited 20,000,000.00
2 STS Holding Limited 60,800,000.00
3 Dhaka Regency Hotel and Resort Limited 52,500,000.00
4 Bashundhara Paper Mills Limited 50,000,000.00
5 AB Bank Limited 800,000,000.00
6 Aman Cotton Fibrous Limited 20,000,000.00
7 Bengal Poly and Paper Sack Limited 10,000,000.00
8 Runner Automobiles Limited 15,000,000.00
9 Esquire Knit Composite Limited 20,000,000.00
10 Shasul Alamin Real Estate Limited 30,000,000.00
11 Desh General Insurance Company Limited 5,600,000.00
12 Energypac Power generation Limited 410,000,000.00
13 Ratanpur Steel Re‐Rolling Mills Limited 100,000,000.00
14 Ashuganj Power Station Company Limited 70,000,000.00
Total 1,663,900,000.00
c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;
d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned public
issue within 15 (fifteen) days of calling up thereof by the issuer; and
e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Hassan Zabed Chowdhury
Chief Executive Officer (Acting)
LankaBangla Investments Limited
Date: October 29, 2017

34
 UNICAP Investments Limited

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of26,041,666 Ordinary Shares issuing with premium totaling of Tk. 2,000,000,000 by
Bashundhara Paper Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands
at Tk. 250,000,000,000.00 (Taka twenty five Crore) only and we have the capacity to
underwrite a total amount of Tk. 1,250,000,000.00 (Taka One Hundred and twenty five crore)
only as per relevant legal requirements. We have committed to underwrite for up to Tk.
50,000,000.00 (Taka Five Crore) only for the upcoming issue.

b) At present, no underwriting obligations are pending for us;

c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;

d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and

e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Salamul Latif Choudhury
Chief Executive Officer (C.C)
Dhaka, 29.10.2017

35
 Sonali Investment Limited

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666ordinary shares of Tk. 2,000,000, 000.00 by Bashundhara Paper
Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and

2. On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital
stands at Tk. 2000,000,000,000.00 (Two hundred crore only) and we have the capacity to
underwrite a total amount of Tk. 10,000,000,000 (one thousand crore only) as per relevant
legal requirements. We have committed to underwrite for up to Tk. 50,000,000.00 (Taka five
crore) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us:

SL. No. Name of the Company Amount Underwritten (BDT)

1 Express Insurance Limited 50,000,000.00
Total 50,000,000.00

c) All information as are relevant to our underwriting decision have been received by us and
the prospectus forwarded to the Commission has been approved by us;

d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and

e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
(Suruj Kumar Saha)
Chie Executive Officer (In Charge)
Sonali Investment Limited

Place: Dhaka
Date: 29.10.2017

36
 Southeast Bank Capital Services Limited
To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666Ordinary Shares issuing with premium totaling Tk. 200.00 crore
by Bashundhara Paper Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and

2. On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands
at Tk. 250,00,00,000 (Two hundred and fifty crore) only and we have the capacity to
underwrite a total amount of Tk. 1250,00,00,000 as per relevant legal requirements. We have
committed to underwrite for up to Tk. 50,000,000.00 (Five Crore) for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

SL. No. Name of the Company Amount Underwritten (BDT)
1 Express Insurance Limited 5,73,25,000
2 IDLC Finance Limited 3,00,00,000
3 Amulet Pharmaceuticals Limited 2,00,00,000
4 Dhaka Regency Hotel Limited 2,50,00,000
Total 13,23,25,000

c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;

d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and

e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Mohammad Shahjahan
Managing Director (CC)

Place : Dhaka
Date: 29.10.2017

37
 MTB Capital Limited

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of26,041,666 Ordinary Shares issuing with premium totaling Tk. 200.00 crore
by Bashundhara Paper Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital
stands at Tk. 250,000,000.00 (Taka twenty five crore) and we have the capacity to
underwrite a total amount of Tk. 1,250, 000,000(Taka one hundred twenty five crore) as per
relevant legal requirements. We have committed to underwrite for up to Tk. 50,000,000.00
(Taka five crore) only for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:

Sl.No Name of the issue Amount underwritten (BDT)

1 Summit Shipping Limited 52,500,000
2 SBS Cables Limited 13,600,000
3 Madina Cement Ind. Ltd. 78,375,000
4 Silco Pharmaceutical Ltd. 26,250,000
5 AB Bank Limited 100,000,000
6 Silva Pharmaceuticals Ltd 20,000,000.00
7 Ratanpur Steel Re‐rolling Mills Limited 50,000,000.00
8 Zaheen Spinning Limited 257,763,500
Total 598,488,500.00

(c) All information as are relevant to our underwriting decision have been received by us and
the prospectus forwarded to the Commission has been approved by us;

(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and

(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Khairul Basher Abu Taher Mohammed
Chief Executive Officer & EVP
MTB Capital Limited
Date: October 25, 2017

38
 BD Finance Capital Holdings Limited

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666Ordinary Shares issuing with premium totaling Tk. 200.00 crore
by Bashundhara Paper Mills Limited.

Dear Sir,

We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
2. On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands
at Tk. 26,87,50,000/- (Taka Twenty Six Crore Eighty Sevel Lac Fifty Thousand only) and we
have the capacity to underwrite a total amount of Tk. 134,37,50,000.00 (Taka One Hundred
Thirty Four Crore Thirty Seven Lac Fifty Thousand only) as per relevant legal requirements.
We have committed to underwrite for up to Tk. 25,000,000.00 (Taka Two Crore Fifty Lac
only) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us: No pending
(Name of issue and amount underwritten)
c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;
d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Barun Prasad Paul
Managing Director (CC)
BD Finance Capital Holdings Ltd.

Date: 26.10.2017

39
 Prime Finance Capital Management Limited
To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666 Ordinary Shares issuing with premium totaling Tk. 200.00 crore
by Bashundhara Paper Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
2. On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.

WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands
at Tk. 2,032,800,000.00 (Two Billion Thirty Two Million Eight Hundred Thousand only) and
we have the capacity to underwrite a total amount of Tk. 10,068,719,220.00 (Ten Billion Sixty
Eight Million Seven Hundred Nineteen Thousand Two Hundred & Twenty Only) as per
relevant legal requirements. We have committed to underwrite for up to Tk. 50,000,000.00
(Five Crore) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us:
SL.No. Name of the Company Amount Underwritten
(BDT)
1 Royal Denims Limited 5,500,000
2 M.L. Dyeing Limited 100,000,000
3 Rupsha Fish & Allied Industries Limited 25,000,000
4 GQ Ball Pen Industries Ltd. (Rights Issue) 50,100,000
5 Care Specialized Hospital and Research Centre Ltd. 75,900,000
6 IDLC Finance Limited (Rights Issue) 70,000,000
7 Bangas Limited (Rights Issue) 131,778,890
8 Bangladesh Thai Aluminium Limited (Rights Issue) 10,000,000
9 VFS Thread Limited 40,000,000
10 IFCO Garments Limited 17,500,000
11 Dhaka Regency Hotel and Resort Limited 10,500,000
Total 536,278,890
(c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter
Sd/‐
M. Mosharraf Hossain FCA, PhD
Managing Director & CEO
Prime Finance Capital Management Limited
Place: Dhaka
Date: 26.10.2017

40
 Swadesh Investment Management Limited
To
The Bangladesh Securities and Exchange Commission

Sub: Public Offer of26,041,666 Ordinary Shares issuing with premium totaling Tk. 200.00 crore of
Bashundhara Paper Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the prospectus, other documents and materials as relevant to our underwriting
decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning objects
of the issue and the contents of the documents and other materials furnished by the issuer
company.

WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands
at Tk. 450,000,000.00 (Forty Five Crore only) and we have the capacity to underwrite a total
amount of Tk. 2,250,000,000.00 (Two Hundred Twenty five crore only) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 50,000,000.00 (Five Crore only)
for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue and
amount underwritten)

SL. No Name of the Company Amount Underwritten (BDT)

1 Ananda Shipyard & Slipways Limited 13,636,000.00
2 Rupsha Fish & Allied Industries Limited 25,000,000.00
3 Intraco Refueling Station Limited 20,000,000.00
Total 58,636,000

(c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned
public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/‐
Mamun Ahmed
Managing Director
Place: Dhaka
Date: 26.10.2017

41
 FAS Capital Management Limited

To
The Bangladesh Securities and Exchange Commission (BSEC)

Subject: Public Offer of Ordinary Shares issuing with premium totaling Tk.200.00 Crore of
Bashundhara Paper Mills Ltd.

Dear Sir,

We, the under‐noted underwriter to the above mentioned forthcoming issue, state individually and
collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the
prospectus , other documents and materials as relevant to our underwriting decision; and
2. On the basis of such examination and the discussions with the issuer company, its directors and
officers, and other agencies, independent verification of the statements concerning objects of the

WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker
and eligible to carry out the underwriting activities. Our present paid‐up capital stands at Tk.
250,481,102 (Twenty‐Five Crore Four Lac Eighty‐One Thousand One Hundred Two) and we have the
capacity to underwrite a total amount of Tk. 1,252,405,510 (One Hundred Twenty Five CroreTwenty
Four Lac Five Thousand Five Hundred Ten only) as per relevant legal requirements. We have
committed to underwrite for up to TK 50,000,000 (Five Crore) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us:
Sl.No. Name of the Company Amount underwritten (BDT.)
1 Bashundhara Paper Mills Limited 50,000,000.00
2 AB Bank Limited 100,000,000.00
3 Silco Pharmaceuticals Limited 26,250,000.00
Total: 176,250,000.00

All Information as are relevant to our underwriting decision has been received by us and the prospectus
forwarded to the Commission has been approved by us;

(c) We shall subscribe and take up the un‐unsubscribed securities against the above‐mentioned public
issue within 15 (Fifteen) days of calling up thereof by the issuer; and
(d) This underwriting commitment is unequivocal and irrevocable.

For the underwriter

Sd/‐
Md. Yeasin ALi
Chief Executive Officer (CC)
FAS Capital Management Limited
Date: October 25, 2017

42
 IIDFC Capital Limited

To
The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 26,041,666 Ordinary Shares of Tk. 2,000,000, 000.00 by Bashundhara Paper
Mills Limited.

Dear Sir,
We, the under‐noted Underwriter(s) to the above‐mentioned forthcoming issue, state individually and
collectively as follows:
1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined
the prospectus, other documents and materials as relevant to our underwriting decision; and

2. On the basis of such examination and the discussions with the issuer company, its directors and
officers, and other agencies, independent verification of the statements concerning objects of the
issue and the contents of the documents and other materials furnished by the issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid‐up capital stands at
Tk. 600,000,000 (Taka Sixty Crore Only) and we have the capacity to underwrite a total amount
of Tk. 3,000,000,000 (Taka Three Hundred Crore Only) as per relevant legal requirements. We
have committed to underwrite for up to Tk. 25,000,000.00 (Two Crore fifty Lac Only) for the
upcoming issue.
(b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of the Company Amount Underwritten (BDT)

1 Infinity Technology International Limited 52,500,000.00
2 SK Trims & Industries Limited. 25,000,000.00
3 AB Bank Limited (Rights Share) 400,000,000.00
4 Bengal Poly and Paper Sack Limited 10,000,000.00
5 Popular Pharmaceuticals Limited 10,000,000.00
6 Runner Automobiles Limited 15,000,000.00
Total Amount 512,500,000.00

(c) All information as are relevant to our underwriting decision have been received by us and the
prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un‐subscribed securities against the above‐mentioned public
issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter

Sd/-
Md. Musfiqur Rahman
Chief Executive Office (CC)
Place: Dhaka
Date: October 26, 2017

43
 PART IV ABOUT THE ISSUER

(a) Name of the issuer, Dates of incorporation and commencement of its commercial operations, its
logo, address of its registered office, other offices and plants, telephone number, fax number,
contact person, website address and e-mail address;

Particulars Description
Name of the issuer : Bashundhara Paper Mills Limited
Dates of incorporation : September 28, 1993
Commencement of commercial : March 01, 1997
operations
:
Logo

Addresses of the registered office : Plot # 125/A, Level#5, #Road‐2, Block # A, Bashundhara R/A,
Dhaka‐1229
: Unit 1: Meghnaghat,Baranagar P/O: Newtown, Sonargaon,
Narayangonj;
Other offices and plants (Factory)
Unit 2: Meghnaghat, P/O: Newtown, Sonargaon, Narayangonj;
Unit 3: Anurpura, Gazaria, Munshigonj.
Telephone number : +88‐02‐8431256‐8
Fax number : +88‐02‐55037257
Contact person : M. Naseemul Hye, FCS, Company Secretary
Website address : www.bashundharapapermills.com
E-mail address : info@bg.com.bd

(b) The names of the sponsors and directors of the issuer:

Name of the Sponsors

Sl. No. Present Address Permanent Address
and Directors
Sponsors:
Plot # 125/A, Level# 5, Road# Plot# 364B, Block#E,
Mr. Ahmed Akbar
1. 2, Block # A, Bashundhara R/A, Bashundhara R/A, Khilkhet,
Sobhan
Dhaka‐1229 Badda, Dhaka
Plot # 125/A, Level# 5, Road# Plot# 364B, Block#E,
2. Mrs.Afroza Begum 2, Block # A, Bashundhara R/A, Bashundhara R/A, Khilkhet,
Dhaka‐1229 Badda, Dhaka
Directors (Shareholding)
Plot # 125/A, Level# 5, Road# Plot# 364B, Block#E,
Mr. Ahmed Akbar
1. 2, Block # A, Bashundhara R/A, Bashundhara R/A, Khilkhet,
Sobhan
Dhaka‐1229 Badda, Dhaka
Md. Nazmul Alam Plot # 125/A, Block‐ A, Level‐1, Plot‐ 301/A, Block‐E, Tenament‐2,
Bhuiyan Bashundhara Residential Area, Fiat No. G‐6, Bashundhara R/A,
2. Nominated by: Dhaka ‐ 1229. Dhaka
East West Property
Development (Pvt.) Ltd.
Plot # 125/A, Block‐ A, Flat‐ G/5, Tenement‐2, Road‐6,
3. Md. Imrul Hassan Bashundhara Residential Area, Block‐E Bashundhara R/A, Dhaka
Dhaka ‐ 1229
Directors (Independent)
House no. 17, Road No. 07, House no. 17, Road No. 07, Block‐
1. Mr. Zeaur Rahman
Block‐F, Banani, Dhaka‐1212 F, Banani, Dhaka
Apartment 4B, House No. 3, Apartment 4B, House No. 3, Road
Mr. Khawaja Ahmedur
2. Road No. 6, Gulshan‐1, Dhaka‐ No. 6, Gulshan‐1, Dhaka‐1212
Rahman
1212

44
c) The name, logo and address of the auditors along with their telephone numbers, fax numbers,
contact persons, website and e-mail addresses:

Particulars Description
Name : AHMED ZAKER & CO.
Chartered Accountant
Logo :

Address : Green City Edge (Level 10),

89 Kakrail, Dhaka‐1000
Telephone number : 02‐ 8391440‐3
Fax numbers : 02‐8391011;
Contact person : Mr. Satya Ranjan Shaha,
Senior Manager
Website address : www.ahmed‐zaker.com
E-mail address : azcbangladesh@gmail.com

The name, logo and address of the registrar to the issue along with their telephone numbers, fax
numbers, contact persons, website and e-mail addresses:

Particulars Description
Name : AFC Capital Limited
Logo :

Address : Saiham Sky View Tower (3rd Floor),

45, Bijoy Nagar, Dhaka‐1000
Telephone number : +88‐02‐8392371
Fax numbers : +88‐02‐8392372
Contact person : Mahbub H. Mazumdar FCMA
Chief Executive Officer
Website address : www.afccl.asia
E-mail address : capital.afc@gmail.com

45
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed.

Stock Exchanges Contact Addresses

9/F, Motijheel C/A, Dhaka 1000
DHAKA STOCK EXCHANGE LIMITED Tel: +88‐02‐9564601, 9576210‐18
Fax: +88‐02‐9564727, +88‐02‐9569755
Web. www.dsebd.org
CSE Building, 1080, Sheikh Mujib Road,
Chittagong‐4100
CHITTAGONG STOCK EXCHANGE LTD.
Tel: +880‐2‐9513911‐15
Fax: +880‐2‐9513906
Web. www.cse.com.bd

PART V CORPORATE DIRECTORY OF THE ISSUER

Company Name : Bashundhara Paper Mills Limited

Registered Office : Plot # 125/A, Block # A, Bashundhara R/A, Dhaka‐1229
Manufacturing Plant : Unit 1: Meghnaghat, Baranagar, P/O: Newtown, Sonargaon, Narayangonj;
Unit 2: Meghnaghat, P/O: Newtown, Sonargaon, Narayangonj;
Unit 3: Anurpura, Gazaria, Munshigonj.
Incorporation & Reg. No. : September 28, 1993 vide registration no.C‐24705(539)/93
Commercial Production : March 01, 1997
Auditors : Ahmed Zaker & Co.
Chartered Accountants
Managers to the Issue : AAA Finance and Investment Limited

Lead Banker for IPO : Southeast Bank Ltd. (SND Ac No.000213100002197)

Company Secretary : Mr. M. Naseemul Hye FCS

46
 PART VI DESCRIPTION OF THE ISSUER

a) Summary:
(i) The summary of the industry and business environment of the issuer:

Current World Scenario:

The global production of paper and board increased—with two exceptions (1975 and 1982)
continuously over the last few decades from 125 million tons in 1970 to 465 million tons in 2015.

It is projected that the market for paper and paper board will continue to grow globally at 2.3 percent
per year until 2030, with particularly sharp increases in developing countries (due to increases in
population, literacy rates, and quality of life) and a slight decline in the most advanced industrialize
counties (due to advances in electronic communications).
Over the last three decades, the paper making has increased globally but have not yet reached
production levels and the paper market needs more supplies.

Source:
FAO‐STAT Forestry Database (http://www.fao.org/corp/statistics/en/)
www.assignmentpoint.com/business/organizational‐behavior/assignment‐on‐pulp‐and‐paper‐
industry.html

Current Bangladesh Scenario:

Paper Industry:
Generally, all writing and printing are done on paper. Paper is also widely used as wrapping and
packaging material as well. The significance of paper and paper products in modern life is obvious to
everyone now a day.
In Bangladesh, the paper industry went into operation during late 1950s when the Karnaphuli Paper
Mill (KPM) at Chandragona in Chittagong was established. Following that, Bangladesh’s private sector
paper mills started in early 1980s in Narayanganj as well. Gradually the private sector has taken over
the paper sector in the country and are now producing 90‐95% paper products used in Bangladesh.
However, at present, around 80 paper mills are operating throughout the country. They produce
different grades of paper e.g., writing, printing, packaging, liner, media, simplex, duplex, board,
newsprint, cigarette, etc. The major players of the industry are listed below‐
Local private mills account for a market share of around Tk. 400 core/ month; i.e. 60000 MT/Month
which tends to around 5000 crores per year. Bashundhara Paper Mills Ltd possess around 30% market
share at this moment.
Besides, around 40000 MT paper products are also imported in each month. Considering above
circumstances we might conclude that the market size of paper products is around 8000 crores/ year.

Tissue Industry:
Per capita consumption of Tissues in Bangladesh is 145 gm.
Our tissue product contribution to GDP is 0.025%
Yearly growth rate is around 13% whereas global growth rate is 4.90%
(According to –Global tissue paper market 2012‐2016 by researchmoz‐)

47
Demand and Supply Gap:

According to the recent trend we believe the demand will cross 3200 MT within 1/2 years. In relation,
we have taken initiatives to focus rural markets now a day. Our nationwide awareness development
program through discussion session, meeting, and seminar is going on and we have included
thousands of Imams, spiritual leaders, socially recognized and respected persons in such programs. As
a result, we observed that awareness for using tissue products in the rural people is developing and
people under these areas start using tissue products which definitely increases the demand.

Though our production capacity is around 2000 MT/ month but our factory runs with approximate
80% of its capacity. As a result we usually get 80‐85% of our total requirement and due to shortage of
production capacity we cannot meet the market demand. Thus short supply becomes common
phenomenon now a day. Moreover, we are going to start converting unit with 500MT production
capacity in Kolkata by 2017 and another converting unit with more 500 MT production capacities by
2017 at Shiliguri, India. Jumbo rolls of papers for such converting will be sent from our mother factory
in Bangladesh.

In 2013 we started export around 700 MT papers in 23 countries of the world including England,
Australia, Bahrain, UAE, India etc. whereas our present export is around 100 MT/ month. Production
shortage is one of the reasons behind the story. Considering more profit margins we have focused on
domestic markets rather than export markets before. But in response to continuous request from our
overseas clients we have already planned to re‐explore our export markets and believe that there is
an opportunity to export around 1500 MT/ month which is almost double of the export in 2013.

Considering above circumstances we need to increase our production capacity by introducing more
4000 MT by 2017.In order to ensure market dominance there is no other alternatives but to increase
such.

Marketing Overview:
Bangladesh is a Muslim country with a population of around 16 crores. Being a Muslim we have to
observe 5 times prayer in a day. In order to observe our regular spiritual activities we need to be clean
after urination all the time. People are using tissue products to perform such. Besides, our growing
population, rapid urbanization are also playing roles to expand tissue markets.

Moreover, we have taken initiatives to create awareness as to increase the tissue uses. Our continuous
effort will definitely explores new arenas for our tissue products.

At present we observed 2200 MT monthly requirement of tissue products for which our contribution is
around 80% of total requirement. Our ceaseless efforts have already enabled us to grab more market
shares in coming days.

Existing Market Segment:

Generally we can divide tissue markets into three following segments‐

i. Urban Markets
ii. Semi‐ Urban Markets and
iii. Rural Markets.

People under urban markets are frequently purchase all types of tissue products, mostly facial tissue,
napkin and toilet tissues whereas people living in semi‐ urban areas use tissue products like napkin
and toilet tissue. On the other hand toilet tissues are frequently sold in rural areas as well.

48
 The reasons behind to enter into this business, what are the facilities of existing competitors:

As per observation, in Bangladesh tissue industry is growing due to increase population, changing
lifestyles, developing awareness. For instance, our monthly sales were Tk. 20 lacs/ month during the
beginning of year 2000 whereas our present monthly sale is around Tk. 30 crores. Besides, potential
markets from rural areas are now exploring more than ever and around 70% people of the country live
in such areas. From this point of view tissue industry will flourish more in coming days.

Low overhead cost is the most significant facility we observed among the competitors. Besides,
competitors have no/ minimum promotional expenditures as well. As a result they can introduce
products at a lower price.
Source of Data: BPML own research intelligence wing.
Bashundhara Paper Mills Limited
Bashundhara Paper Mills Limited manufactures different types of paper and allied products in “Unit‐1 &
Unit‐2” and tissue & allied products in “Unit‐3” and marketing the same for domestic consumption as well
as for exports. In the paper sector of Bangladesh the Company feels no competition for its divercified
products line. In its three units produces different types of paper products.

Bashundhara Paper Mills Limited (Unit-1):

produces very good Quality & International standard MG Paper, Offset Paper, White Writing & Printing
Paper, Brown Wrapper, Brown Liner, Newsprint paper, Coated/Uncoated paper board, A4 paper, Glassine
Paper, Stiffener, Ledger Paper, PP Woven Bag, Sack Paper also time to time produce Plug wrap, Cigarette
Tipping Paper on request of different Cigarette manufacturing companies.

Bashundhara Paper Mills Limited (Unit-2):

Unit‐2 of Bashundhara Paper Mills Limited was set up in 1994 & operates three modern plants in
producing newsprint, white writing/printing paper, duplex board, liner paper, Kraft paper, Art card, art
paper and allied products. The first unit produces duplex boards and other industrial packing papers used
in packaging industry. An off line coater produces coated duplex board & Art card in this unit. It was
formerly known as Bashundhara Newsprint & Duplex Board Limited.

The second unit produces environment friendly newsprint from recycled pulp (DIP) for national dailies,
weeklies, fortnightlies. It also produces writing and printing paper for local consumption and also for
printing text book for NCTB. The third unit makes art paper for printing industries.

Bashundhara Paper Mills Limited (Unit-3):

Unit–3 of Bashundhara Paper Mills Limited, formerly known as Bashundhara Tissue Industries Limited,
was set up in 1995. It is the country’s first basic tissue manufacturing factory at the face of growing
popularity of tissue with fast changing urban lifestyle and elevation of living standards as a whole. The
company is manufacturing wide range of products including facial tissue, pocket tissue, wet tissue, green
tissue, sanitary napkin, baby diaper, toilet tissue, kitchen towel, cigarette paper, glassine paper, and hard
tissue, hand gloves and paper carton container.

(ii)Summary of consolidated financial, operating and other information:

Bashundhara Paper Mills Limited has no subsidiary company. Therefore such information is not
applicable for the Company.

49
b) General Information:

(i) Name and address, telephone and fax numbers of the registered office, corporate head office,
other offices, factory, business premises and outlets:

Particulars Description
Bashundhara Paper Mills Limited
Plot # 125/A, Road #2, Block # A, Bashundhara R/A, Dhaka‐1229
Registered office:
Phone: + 88‐02‐8432008‐17 (Hunting)
Fax: +88‐02‐55037257
Bashundhara Paper Mills Limited
Plot # 03 (Umme Kulsum Road), Block # G,
Corporate Head Office:
Bashundhara R/A, Dhaka‐1229;
Tel: +88‐02‐8401024‐8, Fax: +88‐02‐8401401
Bashundhara Paper Mills Limited
Plot # 56/A, Umme Kulsum, Road‐ 2ndAvenue,
Other Office:
Block # C, Bashundhara R/A, Dhaka‐1229
Tel : +88‐02‐8431256‐8, Fax : +88‐02‐55037257
Unit 1: Meghnaghat, Baranagar, P/O: Newtown, Sonargaon, Narayangonj;
Tel. 01199‐850865, Fax: 840‐2‐9343415

Unit 2: Meghnaghat, P/O: Newtown, Sonargaon, Narayangonj;

Factory Office:
Tel. 01199‐865814, Fax: 04476000923

Unit 3: Anurpura, Gazaria, Munshigonj;

Tel. 01199‐8555694, Fax: 04476001562
The company sales its products through dealers, therefore the company
Outlets of the Issuer
has no outlets.

(ii) The Board of Directors:

Sl. Name Position Held

1 Mr. Ahmed Akbar Sobhan Chairman
2 Md. Nazmul Alam Bhuiyan Director
Nominated by:
East West Property Development (Pvt.) Ltd.
3 Mr. Md. Imrul Hassan Director
4 Mr. Zeaur Rahman Independent Director
5 Mr. Khawaja Ahmedur Rahman Independent Director

50
 (iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman,
Managing Director, whole time directors, etc:

Designati Telephone
Sl. Name Present Address FAX No. E-mail
on No.
Plot # 125/A, Road‐2,
Mr. Ahmed
Block # A, +88‐02‐ +88‐02‐
1. Akbar Chairman c.m@bg.com.bd
Bashundhara R/A, 8432008 8431227
Sobhan
Dhaka‐1229
Plot # 125/A, Road‐2,
Mr.Safwan Managing Block # A, +88‐02‐ +88‐02‐
2. md@bg.com.bd
Sobhan Director Bashundhara R/A, 8432008 8431227
Dhaka‐1229
*There is no whole time director of the Company.

(iv)Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company
secretary, legal advisor, auditors and compliance officer:

Telephone Fax
Names Designation Address E‐mail addresses
Number number
Mirja Mujahidul Chief Plot # 56/A, Block # C, Tel:0284310 +8802550 mirja.islam@bg.com.bd
Islam Financial Bashundhara R/A, 24‐8, 37257
Officer Dhaka‐1229
M. Naseemul Hye Company Plot # 56/A, Umme Tel: 02‐ +88‐02‐ cosec_bpml@bg.com.bd
FCS Secretary Kulsum, Road‐ 2nd 8401798 55037257
Avenue, Tel : +88‐02‐
Block # C, Bashundhara 8431256‐8,
R/A, Dhaka‐1229
AHMED ZAKER & Auditor Green City Edge Tel:02‐ Fax: azcbangladesh@gmail.c
CO. (Level 10), 8391440‐3, +8802839 om
Chartered 89 Kakrail, Dhaka‐1000 1011
Accountant
Law Vally Legal Advisor Saiham Sky View Tower Mobile: 01911315 lawvalley@gmail.com
((11th Floor) 0191131535 353
45 Bijoy Nagar, Dhaka‐ 3
1000
M. Naseemul Hye Compliance Plot # 56/A, Umme Tel: 02‐ +88‐02‐ cosec_bpml@bg.com.bd
FCS Officer Kulum, Road‐ 2nd 8401798 55037257
Avenue, Tel : +88‐02‐
Block # C, Bashundhara 8431256‐8,
R/A, Dhaka‐1229

51
 (v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-
mail addresses of the issue manager(s), registerar to the issue etc:

Particula Contact
Contact Details
rs Person
Manager to the Issue
AAA Finance & Tel. +88‐02‐9559602
Investment Ltd. Fax:+88‐02‐ 9558330
Amin Court, E-
H. A.
4th Floor (Suite # Mail:mamun.cu03@gmail.commamun@aaafinancebd.cominfo@aaafina
Mamu
403‐405) ncebd.com
n
31,Bir Uttam Web:www.aaafinancebd.com
Manage
Shahid
r
Ashfaqueus
Samad Road,
Dhaka‐1000
Registerar to the Issue
AFC Capital Tel.+88‐02‐8392371
Golam
Limited Fax:+88‐02‐8392372
Md.
Saiham Sky View E-Mail:capital.afc@gmail.com
Ahsan
Tower Web: www.afccl.asia
Kabir
(11th Floor), 45,
Manage
Bijoy Nagar,
r
Dhaka‐1000

(vi)Details of Credit Rating:

a) The names of all the the Credit Rating Agencies from which credit rating has been obtained:

Name of the Agency Rating Date

Credit Rating Agency of Bangladesh (CRAB) November 09, 2017

Note:BPML got its credit rating for the first time from the Credit Rating Agency Bangladesh (CRAB)

b) The Details of all the Credit Ratings obtained for the issue and the issuer:

Particulars Rating Date of Rating Validity of Rating

Entity AA3 October 31, 2018
Long‐Term Loan AA3 (Lr) November 09, October 31, 2018
Short‐Term Loan ST‐3 2017 expiry date of loan
whichever is earlier
Rating Assigned By: Credit Rating Agency of Bangladesh Limited (CRAB)

c) The Rationale or Description of the Ratings (s) so obtained, as furnished by the credit rating
agency(s):

Credit Rating Agency of Bangladesh Limited CRAB) has reaffirmed AA3 (Pronounced Double A three)
and short term rating ST‐3 of Bashundhara Paper Mills Limited (hereafter also referred to as BPML
or the Company), based on its financials and other relevant quantitative and qualitative information
up to date of rating.

These ratings reflect that the company has been operating with the economies of scale achieved from
large size of production facility having production planning flexibility as well almost all kind of
auxiliary facilities, very well diversified product ranges, synergy regarding carrying raw materials &
finished goods, management expertise, group strength and brand image of ‘Bashundhara’.

52
 Total sales of the Company remained almost stable during the last two years which reported 2.6%
growth in 2013 following the strategic decision of the management to reduce the production of
newsprint of Unit 2 due to lower profit margin. Total sales of Unit 2 declined to BDT 1,788.9 million
in 2015 from BDT 3,344.0 million in 2012. However, very high volume of sales as a paper
manufacturing company having increasing trend of profitability position led by 18.4% EBITDA
margin and 2.5% net profit margin reveals very sound financial strength of the Company. Although
high financial expense (BDT 998.3 million in 2015) over the years partially reduce the benefit of
sound business performance CRAB expects that following the repayment of loan the expenses will
decline; hence profit margin as well as equity base will improve in the upcoming years.
While the liquidity position of the Company is reasonably sound over the years although the
operating cycle (277 days) is quite prolonged to support the required volume of inventory to ensure
flexible production planning and smooth production of diversified product ranges. Although
improvement in receivable collection period and improved aging of accounts receivable also support
comfortable liquidity position of the company.

Debt ratio improved to 2.6x in 2015 from 4.5x in 2014 following increase in revaluation surplus by
BDT 1,472.7 whereas borrowed fund to EBITDA ratio remained almost stable during the last couple
of year; 6.1x in 2015 which constrained the assigned ratings. Excluding revaluation surplus the
adjusted equity stood at BDT 2,025.9 million resulted in 5.7x debt ratio. Total borrowed fund of BDT
11,647.7 million comprises BDT 6,522.9 short term loans, BDT 4,867.9 million long term loans and
BDT 256.8 million loan from associated company. Although borrowed fund to EBITDA ratio is
comparatively high (6.1x in 2015) over the years, positive cash flow position mitigate the credit risk
profile of the Company.

The assigned ratings also reflect promoters’ long record of successful business accomplishment in
the industrial sector including paper industry, management experience, succession planning, ongoing
improvement in management structure & MIS system, country wide effective distribution network
and strong auxiliary facilities including indenting transport & logistics, economics of scale, free land
for further expansion, wide range of product mix having excess capacity, regular up‐gradation of
production facility and the brand image of “Bashundhara”.

d) Observation and Risk Factors as stated in the credit rating report:

Observation:

Bashundhara Paper Mills Ltd was incorporated with an aim to produce and sell different types of
papers mainly focusing on different types of writing paper ranges from white writing paper, color
printing paper, offset printing paper, brown wrapper, newsprint, carbonless paper, sticker paper,
cement paper & poly bags etc. The Company initially started its commercial operation in 1997. Later
the Company has diversified its product ranges in almost all section of paper manufacturing business.
The company has total 71.1 acres of land for three factories of which 52.3 acres are registered in the
name of the company but Mutation has completed for 37.3 acres.

Unit 1 started commercial operation from 1997 having the facilities of manufacturing a diversified
range of high quality paper products including white writing & printing paper, exercise books,
bidi/cigarette paper, newsprint paper, carbonless paper, coated paper, PP woven bag, paper sack etc.
The factory of Unit 1 is located at Meghnaghat, Sonargaon, Narayangonj on total land area of 12.8
acres.

Unit 2 of the Company started commercial operation in 1999. The factory operates three modern
plants in producing newsprint, duplex board, liner paper and other paper products including art
paper, card paper, matt paper, matt card. Apart from that the Company has installed de‐inking facility
which uses waste paper to manufacture recycled pulp for various newsprint and paper board
application and manufacture. The factory of Unit 2 is located at Meghnaghat, Sonargaon, Narayangonj
on total land area of 12.6 acres.

Unit 3 of the Company, previously known as Bashundhara Tissue Industries Ltd, presently operates
five production plants having the facilities to manufacture different types of tissue products, paper &

53
exercise products, baby diaper, sanitary napkin and hand gloves. The factory of Unit 3 is located at
Anurpura, Gazaria, Munshigonj having total land area of 11.9 acres.

The well diversified product ranges in different units support BPML to manage the portfolio in a
profitable way. Moreover the capacity of different product line ensure economies of scale as well as
provide production planning flexibility to the management which also support to maintain available
supply of products in the market. Therefore BPML is able to report good profit margin as well as
continuous supply of products in the market. The capacity utilization is the highest in paper & tissue
section of Unit 3 followed by paper section of Unit 1 having increasing trend over the years. BPML
earned BDT 10,875.9 million (including VAT) in 2015 with 18.4% EBITDA margin having prospects
of further growth which eventually reveals operational efficiency and managerial competency of the
Company. Unit 3 manufactures more valuable products which also contributed highest shares
(47.0%, amounting BDT 5,172.9 million) of total sales having increasing contribution during last
three years. The Capacity utilization of Unit 2 declined during the last two years following strategic
management decision considering market competition and comparatively less profit margin.

Performance of Business
2015 2014 2013
Annual Capacity
Unit 1
Paper Section (MT) 36,900 36,000 54,828
Paper Section ‐Value adding (MT) 31,788 31,428 ‐
Bag Section (Pcs) 120,000,000 120,000,000 120,000,000
Printing Machine (Pcs) 25,200,000 25,200,000 ‐
Unit 2
Different kinds (MT) 84,600 84,600 81,000
Unit 3:
Paper & Tissue Section (MT) 54,000 54,000 54,000
Sanitary Napkin Section (Pcs) 10,333,440 10,333,440 10,333,440
Baby Diaper Section (Pcs) 53,913,600 53,913,600 53,913,600
Hand Gloves Section (Pcs) 25,000,000 25,000,000 25,000,000
Capacity Utilization
Unit 1
Paper Section 78% 68% 67%
Paper Section ‐Value adding 53% 57%
Bag Section 25% 30% 31%
Printing Machine 34% 32% ‐
Unit 2
Different kinds 30% 35% 50%
Unit 3
Paper & Tissue Section 82% 69% 70%
Sanitary Napkin Section 35% 23% 15%
Baby Diaper Section 21% 19% 21%
Hand Gloves Section 11% 12% 39%
Gross sales (Mil. BDT)
Unit 1 3,914.2 3,764.9 3,657.6
Unit 2 1,788.9 2,316.6 2,680.3
Unit 3 5,172.9 4,671.6 4,578.8
Total 10,875.9 10,753.0 10,916.7
EBITDA 1,923.9 1,845.1 1,724.1
EBITDA Margin 18.4% 17.9% 16.4%

In 2015 the Company purchased raw materials amounting BDT 6,245.6 million where BDT 4,573.6
million was imported raw materials mainly from Indonesia, Thailand and Korea. Although to ensure
proper supply of imported raw materials for large volume of production facilities the Company needs

54
to keep huge inventory putting pressure on liquidity position, the Company is less susceptible to raw
material management risk.

The machinery set up of the factory is mixed aged due to starting of commercial operation in long
years back. Although machinery set up of unit 2 is comparatively old but German based machineries
and technologies support smooth operation of the factory. Following the addition of new products as
well as few replacement of machinery set up especially in Unit 1 and Unit 3 the Company has
upgraded its technology and factory set up during the last five years when the BPML had addition of
total assets amounting BDT 5,121.7 million. The machineries used in the Unit 3 are more
contemporary where few product lines are completely automated including napkin, tissue, baby
diaper. Machineries of the Company are mostly made of Germany, Italy, France, Japan, China and
Taiwan. Necessary auxiliary facilities including packaging materials are also manufactured in the
factory of the Company. Recently installed de‐inking facility to manufacture recycled pulp for various
newsprint & paper board application and manufacture using waste paper as well as achievement of
FSC certificates by RINA Service Spa which reveals management philosophy regarding technological
up‐gradation and environment.

The Company sells its products all over the country through its country wide spread distribution
channel. The Company has 217 dealers and distributors apart from which the Company also sales
channel including corporate sales, super shop, contract, inter company, employee, export, inter unit
and scrap sales.

Risk Factors:

Distribution Risk:
A distribution channel refers to the route products or services take to reach a customer. The BPML
sells its products all over the country through its country wide spread distribution channel. The
paper industry distribution scenario has undergone some changes during the last few years. The
paper industry distribution scenario has undergone some changes during the last few years. BPML
has country wide network to support the sales team. Therefore, BPML has prescribed guidelines and
terms and conditions to its Dealers and Distributors which minimize distribution risk.

Raw Material Risks:

Non‐availability of fiber may disrupt the supply chain, forcing the Company to pay higher prices or
alter manufacturing operations. But the BPML is less exposed to raw material price movement
compared to product risk arising from market competition following product diversification,
production planning flexibility, moderate pricing flexibility, effective procurement policy, the long
experience of raw material management not only for paper mill but also for other manufacturing
units. Although to ensure proper supply of imported raw materials for large volume of production
facilities the Company needs to keep huge inventory putting pressure on liquidity position, the
Company is less susceptible to raw material management risk.

Technological Risk:
BPML has regularly upgraded its technology and factory set up during the last five years conducted to
smooth operation of the factory. Following strong monitoring system, flow of daily production and
other factory related information, nature of business and facilities of reusing wastage as well as
contemporary technology installed in recent years reduces technological risk of the Company.

55
(vii) Details of underwriting:
a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail
addresses of the underwriters and the amount underwritten by them:
Name & Address
AAA Finance & Investment
Limited
Amin Court, 4th Floor (Suite
# 403‐405)
31,Bir Uttam Shahid
Ashfaqueus Samad Road,
Dhaka‐1000
AFC Capital Limited
Saiham Sky View Tower,
(11th Floor),
45, Bijoynagar Dhaka‐1000
EBL Investments Limited
59, Motijheel C/A (1st floor)
Dhaka‐1000
Citizen Securities &
Investment Limited
Al‐RaziComplex165‐167,
Shaheed Syed Nazrul lslam
Sarani,
Suite # G‐802 (8'h Floor),
Purana Paltan Dhaka‐1000
BMSL Investment Limited
Shareef Mansion (4th Floor)
56‐57, Motijheel C/A,
Dhaka‐1000
Lankabangla Investments
Limited
Eunoos Trade Centre (Level
21),
52‐53 Dilkusha C/A,
Dhaka‐1000
UNICAP Investments
Limited
Noor Tower (4th Floor)
73, Sonargaon Road
Dhaka‐1205
Sonali Investment Limited
SARA Tower(11th Floor),
11/A, Toyenbee Circular
Road, Motijheel C/A, Dhaka‐
1000
Southeast Bank Capital
Services limited
Eunoos Trade Centre (Level‐
9),
52‐53 Dilkusha C.A.
, Dhaka‐1000
Amount
Contact Person Contact Details Underwritten
(BDT)
Mohammad Obaydur Tel : +88‐02‐02 9559602
Rahman FCS Fax : +88‐02‐9558330
Managing Director E‐mail : info@aaafinancebd.com
Web: www.aaafinancebd.com 50,000,000
Golam Md. Ahsan Tel : +88‐02‐8392371,
Kabir Fax : +88‐02‐8392372
50,000,000
Manager E‐mail:ahsankabir_afccl@yahoo.com
Web: www.afccl.asia
Moinul Hosain Asif Tel : +88‐02‐7118975, Ext.201
Managing Director Fax : +88‐02‐7120251
50,000,000
E‐Email: asif@eblinvestments.com
Web: www.eblinvestments.com
Tahid Ahmed Tel : +88‐02‐9514542, 9515439
Chowdhury Fax : +88‐02‐9570546
Managing Director & E‐Email:ceo@citizensecurities.com
CEO Web: www.citizensecurities.com 50,000,000
Md. Riyad Matin Tel : +88‐02‐9577651
Managing Director Fax : +88‐02‐ 4717218
50,000,000
E‐mail: ssi@dhaka.net
Web: www.bmslinvestment.com
Khandaker Kayes Tel : +88‐02‐7122595,
Hasan Fax: +88‐02‐7113585
Chief Executive E‐mail: kayes@lankabangla‐
50,000,000
Officer investments.com
Web:www.lankabangla‐
investments.com
Salamul Latif Tel : +88‐02‐9632161‐62
Choudhury Fax : +88‐02‐9632163
Chief Executive E‐Email: salam@unicap‐ 50,000,000
Officer (C.C) investments.com
Web:unicap‐investments.com
Surajit Kumar Saha Tel : +88‐02‐9568777
Chief Executive Fax : +88‐02‐
Officer E‐mail: 50,000,000
sonaliinvestmentltd@gmail.com
Web: www.silbd.com
Md. Alamgir Hossain Tel : +88‐02‐9574171‐75
Sr. Asstt. Vice Fax : +88‐02‐9574169
President E‐
50,000,000
mail:sebcsl@southeastbank.com.bd
Web: www.southeastbank.com.bd
56
MTB Capital Limited
MTB Tower (Level 3),
111 Kazi Nazrul Islam
Avenue,
Bangla Motor, Dhaka‐1215
BD Finance Capital
Holdings Limited
64, Motijheel C/A, 2nd floor,
Dhaka‐1000
Prime Finance
CapitalManagement
Limited
PFI Tower (6th Floor),
56‐57 Dilkusha C/A,
Dhaka‐1000
Swadesh Investment
Management limited
Suite 01, Level 11, Unique
Trade Center (UTC)
8, Panthapath, Karwan Bazar,
Dhaka‐1215
FAS Capital Management
Limited
Zahed Plaza (5th Floor),
30 Gulshan Avenue North
C/A, Dhaka 1216
IIDFC Capital Limited
Chamber Building (6th Floor),
122‐124 Motijheel C/A,
Dhaka‐1000
Khairul Bashar Abu Tel : +88‐02‐8321714
Taher Mohammed Fax : +88‐02‐8321543
CEO & EVP E‐mail: 50,000,000
info.mtbcap@mutualtrustbank.com
Web: www.mtbcap.com
Barun Prasad Paul Tel : +88‐02‐9588186‐7
MD & CEO (CC) Fax : +88‐02‐9588185
25,000,000
E‐mail: info@bdcapital.com.bd
Web: www.bdcapital.com.bd
M. Mosharraf Tel : +88‐02‐9584874
Hossain FCA, PhD Fax : +88‐02‐9584,922
MD & CEO E‐mail: info@primfincap.com
50,000,000
Web: www.primefincap.com
Mamun Ahmed Tel : 01713‐400500 50,000,000
Managing Director Fax : 88‐02‐58157544
E‐Email:mamunahmed@msn.com
Web: www.swadesh.com.bd
Md. Yeasin ALi Tel : 01914001861 50,000,000
Chief Executive Fax : +88‐02‐8834456
Officer (C.C) E‐Email: yeasinsb78gmail.com
Web: www.fcmlbd.com
Md. Musfiqur Tel:+88‐02‐9559311‐12 25,000,000
Rahman Fax: +88‐02‐9568987
Chief Executive E‐Email: info@iidfc.com
Office (C.C.) Web: www.iidfc.com
57
 b) Decleration by the underwriters that they have sufficient resources as per the regulatory
requirements to discharge their respective obligations:

We the under‐noted Underwriters to the forthcoming issue of Bashundhara Paper Mills Limited
declare that we have sufficient resources as per the regulatory requirements to discharge our
respective obligations regarding underwriting.

We also declare that the authority can take action against us for concealment of fact in this regard and
we, the underwriters shall be legally bound to abide by any decision taken by the Authority in this
regard.

Sd/‐ Sd/‐ Sd/‐ Sd/‐

Mohammad Obaydur
Rahman FCS
Managing Director
AAA Finance & Investment
Limited
Mahbub H. Mazumdar Moinul Hosain Asif Mr. Tahid Ahmed
FCMA Managing Director Chowdhury
Chief Executive Officer EBL Investments Limited Managing Director & CEO
AFC Capital Limited Citizen Securities Limited

Sd/‐ Sd/‐ Sd/‐ Sd/‐

Md. Riyad Matin Khandaker Kayes Hasan
Managing Director Chief Executive Officer
BMSL Investment Limited Lanka Bangla Investments
Limited
Salamul Latif Surajit Kumar Saha
Choudhury Chief Executive Officer
Chief Executive Officer Sonali Investment Limited
(C.C)UNICAP Investments
Limited

Sd/‐ Sd/‐ Sd/‐ Sd/‐

Muhammad Shahjahan Khairul Bashar Abu Barun Prasad Paul M. Mosharraf Hossain FCA,
Managing Dirctor (CC) Taher Mohammed MD & CEO (CC) PhD
Southeast Bank Capital CEO & EVP BD Finance Capital MD & CEO
Services limited MTB Capital Limited Holdings Limited Prime Finance
CapitalManagement Limited

Sd/‐ Sd/‐ Sd/‐

Mamun Ahmed Md. Yeasin ALi Md. Musfiqur Rahman
Managing Director Chief Executive Officer (C.C) Chief Executive Officer (C. C)
Swadesh Investment FAS Capital Management Limited IIDFC Capital Limited
Management limited

58
c) Major terms and conditions of underwriting agreements:

ARTICLE - I
UNDERWRITING

1.01 The Company shall make the public offer of 26,041,666 Ordinary Shares. 60% of the IPO i.e.
15,625,000 ordinary shares are reserved for Eligible Investors(EIs) at cut‐off price of BDT.80/‐and
rest 40% of the IPO i.e.10,416,666 ordinary shares will be offered to the General Public at BDT.72/‐
(10% discounted price of cut‐off price) as provided in this Agreement.

1.02 As per guideline of Bangladesh Securities and Exchange Commission, 35% of total amount of BDT.
2,000,000,000/‐ i.e. BDT.700,000,000/‐ shall have to be underwritten by the underwriters. The
Underwriter shall underwrite total number of shares 651,042 i.e. (390,625 ordinary shares from EIs
portion at cut‐off price BDT.80/‐ 260,417 ordinary shares from General Public portion at discounted
price of BDT.72/‐) and total amount of Tk.50,000,000/‐ (Tk. 31,250,000/‐ from EIs portion and Tk.
18,750,000/‐ from General Public portion) on a firm commitment basis. This commitment is
irrevocable and unequivocal.

ARTICLE - II
THE PUBLIC OFFER

2.01 The Company shall issue 26,041,667 ordinary shares through publishing a prospectus in
accordance with the consent of the Bangladesh Securities and Exchange Commission (BSEC)
and the provision of this Agreement.

2.02 Prior to the publication of the Prospectus, the Company shall obtain a consent from the
Bangladesh Securities and Exchange Commission permitting the issue as described in Article
2.01 and provide for payment of initial underwriting commission not exceeding @Tk.0.50%
(Zero point five zero percent) on the amount underwritten.

2.03 The Company shall make media campaign and publicity of the offer for subscription to the
extent as may be reasonably requested by the Manager to the Issue prior to opening and
during offer period of subscription list with publicity material as approved by the BSEC.

2.04 The Company shall comply with any other formalities required under law of the land, for
raising fund publicly.

2.05 The issuer, in the event of under subscription, shall send notice to the underwriter(s) within
ten days of closure of subscription calling upon them to subscribe and pay for this in cash in
full within fifteen days of the date of said notice and the said amount shall be credited into
securities subscription account within the said period. If payment is made by Cheque/Bank
Draft by the underwriter it will be deemed that the underwriter has not fulfilled his
obligation towards his underwriting commitment under this agreement, until such time as
the Cheque/Bank Draft has been encased and credited to the Company’s account. In any case
within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall
send proof of subscription and deposit of money by the underwriter to the Commission.

In the case of failure by the underwriter to pay for the shares under the terms mentioned
above, the said underwriter will not be eligible to underwrite any issue, until such time as he
fulfils his underwriting commitment under this Agreement and also other penalties as may
be determined by the Commission may be imposed.

In the case of failure by the underwriter to pay within the stipulated time, the
Company/issuer will be under no obligation to pay any underwriting commission under this
Agreement.

In the case of failure by the Company to call upon the underwriter for the
aforementioned purpose within the stipulated time, the Company and its Directors shall

59
 individually and collectively be held responsible for the consequences and/or penalties as
determined by the Bangladesh Securities and Exchange Commission under the law.

2.06 That the signatories to this Agreement have duly been authorised by the Board of Directors
of both the Company and the underwriter to execute and give effect to this Agreement from
the date written herein above.

2.07 The liability of the underwriter under this clause shall be in proportion to but not exceeding
the shares agreed to be underwritten by it; provided that the aforementioned request of the
Company shall be supported by official certificates and other documents of subscription
obtained from the Bankers to the Issue and a declaration of the Company as to the final result
of the Public subscription.

2.08 The Company shall pay to the underwriter an underwriting commission at the rate of 0.50%
(Zero point five zero percent) of the value of the shares hereby agreed to be underwritten by
it.

ARTICLE - III
DISCLOSURE

3.01 The Company shall furnish to the underwriter such data as the Underwriter may reasonably
request.

3.02 The Company shall

a) not change its financial plan or take steps to increase or decrease its paid up capital to the
disadvantage of the Underwriter.
b) promptly advise the Underwriter of all amendments and changes required to be made in the
Prospectus by the Bangladesh Securities and Exchange Commission and/or the Stock Exchange(s)
and furnish amended Copies of Prospectus to the Underwriter and continue to inform him of all
material facts relating to Public offering.

ARTICLE - IV
MISCELLANEOUS

4.01 Any notice or request required or permitted to be given or made under this Agreement to the
Underwriter or to the Company shall be in writing. Such notice or request shall be deemed to have
been duly given or made when it shall be delivered by hand or sent by registered post in a prepaid
letter to the party to which it is required or permitted to be given or made at such party's registered
address or at such other address as such notice or making such request is to be made. Such notice
shall be deemed to have been delivered in the ordinary course of post.

4.02 This Agreement shall bind and insure to the benefit of, the respective successors of the parties
hereto.

4.03 This Agreement shall be valid until completion of subscription of shares in accordance with section
2.05.

4.04 All questions or differences whatsoever which may at any time hereinafter arise between the
parties hereto or their respective representatives touching these presents or the subject matter
hereof or arising out of or in connection thereto respectively and whether as to construction or
otherwise shall be referred to a single arbitrator in case the parties agree upon one Arbitrator,
otherwise to two umpires in accordance with and subject to the provisions of the Arbitration Act,
2001 or any statutory modification thereof.

4.05 The rights and responsibilities of either party shall terminate in the event of full subscription of the
public offering of shares.

60
 4.06 Notwithstanding anything contained in this Agreement, in case of any inconsistency between the
provision of this Agreement and the Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015, shall prevail.

40.7 The underwriter warrants and represents that it has certificate of registration from the Bangladesh
Securities and Exchange Commission to fully underwrite or place primary securities in a firm
commitment basis.

(C) Capital Structure:

(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment
dates, nominal price, issue price and form of consideration):

Class of Numbers of Nominal

Particulars Amount in Taka
Securities Securities Price
Authorized Capital Ordinary 500,000,000 10 5,000,000,000
Paid-up Capital Before IPO [A] Ordinary 147,749,775 10 1,477,497,750
Proposed Initial Public Offering Ordinary
(IPO) through book building 26,041,666 10 260,416,660
method [B]
Total Paid-up Capital after IPO
Ordinary 173,791,441 10 1,737,914,410
[A+b]

61
Allotment History of Securities:

Form of Consederation Issue Amount of

Date of
Price Share Capital
Allotment Cash Amalgamation Bonus Issue (BDT) (BDT)
28.09.1993 100,000 ‐ - 10 1,000,000
15.09.1997 8,922,150 ‐ - 10 89,221,500
10.10.2009 ‐ 10,030,000 - 10 100,300,000
25.02.2015 ‐ ‐ 30,483,440 10 304,834,400
12.08.2015 98,214,185 - - 10 982,141,850
Total: 107,236,335 10,030,000 30,483,440 1,477,497,750

(ii) Size of the present issue, with break-up (number of securities, description,
nominal value and issue amount);

A details break‐up of distribution mechanism of the present issue is given as under:

Issue
Percentage Number of Nominal
Particulars Description Amount
(%) Securities Value
(BDT)
EI excluding
Ordinary
Eligible Mutual Funds & 50.00 13,020,833 10.00 130,208,330
Share
investors CIS
(EI) Mutual Funds & Ordinary
10.00 2,604,167 10.00 26,041,670
CIS Share
General Public Ordinary
30.00 7,812,500 10.00 78,125,000
General excluding NRB Share
Public(GP) Ordinary
NRB 10.00 2,604,166 10.00 26,041,660
Share
Total 100.00 26,041,666 260,416,660

62
(iii) Paid up capital before and after the present issue, after conversion of convertible
instruments (if any) and share premium account (before and after the issue);

Before the present issue After the present issue

Particulars
(BDT) (BDT)
Paid‐up Capital 1,477,497,750 1,737,914,410
Convertible Instruments N/A N/A
Share Premium Account Nil 1,739,583,292

(iv) Category wise shareholding structure with percentage before and after the
present issue and after conversion of convertible instruments (if any);
Before the present issue After the present issue
Sl.
Category of Shareholders Ordinary Percentage Ordinary Percentage
No.
Shares (%) Shares (%)
1 Directors & Sponsors 114,937,775 77.79 114,937,775 66.14
2 Shareholders other than 32,812,000 22.21 32,812,000 18.88
Directors & Sponsors
3 EIs Other than Mutual ‐ ‐ 13,020,833 7.49
Fund & CIS
4 Mutual Fund & CIS ‐ 2,604,167 1.50
5 General Public ‐ ‐ 7,812,500 4.50
6 NRBs ‐ ‐ 2,604,167 1.50
Total 147,749,775 100.00 173,791,441 100.00

*The Company has no convertible instrument.

V)Where shares have been issued for consideration in other than cash at any point of
time, details in a separate table, indicating the date of issue, persons to whom those
are issued, relationship with the issuer, issue price, consideration and valuation
thereof, reasons for the issue and whether any benefits have been accrued to the
issuer out of the issue;

BPML has issued 1,003,000ordinary shares of Tk. 100 each in the view of amalgamation with the
two companies “Bashundhara Tissue Industries Limited” and “Bashundhara News Print & Duplex
Board Industries Limited” dated October 10, 2009

63
 Persons to Relationshi Benefits
No. of Reasons of
whom those p with the Consideration Valuation from the
Securities the Issue
are issued issuer issue
Mr. Ahmed Sponsor 15,500
Akbar Sobhan &Chairman
Mrs. Afroza Sponsor 104,700
Begum Shareholder Assets of
Mr. Sadat Shareholder 185,500 Bashundhara
Sobhan Tissue Industries
Mr. Shafiat Shareholder 185,500 Limited and
Sobhan Bashundhara
Mr. Sayem Shareholder 185,500 News Print &
Sobhan Duplex Board Enhancement Enhancem
Mr. Safwan Managing 185,500 Industries of Capital Base ent of
Limited Per unit share
Sobhan Director and operate all Capital
value of
Mr. Mahboob Sponsor 1500 the three Base and
transferor and
Morshed Shareholder companies minimize
transferee
Hassan under the
Company
Mr. Md. Shareholder 300 common operating
Shafiqur management cost
Rahman
Assets of
Mr. Md. Gias Shareholder 2400
Bashundhara
Uddin
News Print &
Mr. Md. Abdus Shareholder 2100
Duplex Board
Samad
Industries
East West Director 134,500
Limited
Property
Development
(Pvt.) Ltd.
On February 25, 2015 the Company issued 30,483,440 ordinary shares of Tk. 10 each as Bonus share to
the shareholders as the following manner:
Considera Benefits
Persons to whom those Relationship with No. of Reasons of
tion & from the
are issued the issuer Securities the Issue
Valuation issue
Mr. Ahmed Akbar Sobhan Sponsor 2,328,000
&Chairman
Mrs. Afroza Begum Sponsor 3,755,200
Shareholder
Mr. Sadat Sobhan Shareholder 5,048,000
Mr. Shafiat Sobhan Shareholder 5,048,000
Mr. Sayem Sobhan Shareholder 5,048,000 Other than
Mr. Safwan Sobhan Managing Director 5,048,000 Distribution Enhancement
Cash
Mr. Mahboob Morshed Sponsor 32,000 of of Capital
(Bonus)
Hassan Shareholder accumulated Base and re
On Pro‐
profit investment
Mrs. Rawshan Ara Begum Shareholder 1,600 Rata Basis
Mr. Laila Anjuman Begum Shareholder 1,600
Mr. Md. Shafiqur Rahman Shareholder 4,800
Mr. Md. Gias Uddin Shareholder 38,400
Mr. Md. Abdus Samad Shareholder 33,600
East West Property Director 4,096,240
Development (Pvt.) Ltd.
(v) Where shares have been allotted in terms of any merger, amalgamation or
acquisition scheme, details of such scheme and shares allotted;

(Pursuant to Section 228 & 229 of the Companies Act 1994)

64
 Scheme of amalgamation
of
Bashundhara Tissue Industries Ltd. (Former Freyschimidt Tissue Limited)
and
Bashundhara News Print and Duplex Board Industries Ltd.
(Former Shahjalal News Print Industries Ltd.)
with
Bashundhara Paper Mills Limited

1. (a) Name of the company making the offer or issuing in connection with the offer: Bashundhara
Paper Mills Limited.
(b) Management structure of the transferee company at the time of filing the matter (composition of
Board of Director and particulars Regarding Manager, Director & Managing Director, Managing
agents, Secretaries and Treasures, if any); Management of Bashundhara Paper Mills Limited.

Sl. No. Name Designation

01 Mr. Ahmed Akbar Sobhan Chairman
02 Mrs. Afroza Begum Director
03 Mr. Sadat Sobhan Managing Director
04 Mr. Shafiat Sobhan Director
05 Mr. Sayem Sobhan Director
06 Mr. Mahaboob Morshed Hassan Director
07 Mrs. Rowshan Ara Begum Shareholder
08 Laila Anjuman Begum Shareholder
09 East West Property Development (Pvt.) Shareholder
Ltd. (EWPD)
10 Safwan Sobhan Director

(c) Name and nature of business of other companies managed by the managing agents or secretaries
andtreasurers, if any, of the transferee Company, Mr. Md. Khaliquezzaman Company Secretary.

(d) Capital structure of the transferee company.

Authorized capital Amount

30,00,000 ordinary shares of Tk. 100/‐ each 30,00,00,000/‐
Paid up Capital: 9,02,215 ordinary shares Tk. 100/‐ each 9,02,21,500/‐

(e) The extent of share‐holding of the Directors, Managers, Director & Managing Directors, Managing
agents, Secretaries and Treasures or their associates, in the transferee company: Capital Structure
of Bashundhara Paper Mills Limited.

Sl. Name of Share holder No. of shares held

01 Mr. Ahmed Akbar Sobhan 1,30,000
02 Mrs. Afroza Begum 1,30,000
03 Mr. Sadat Sobhan 1,30,000
04 Mr. Shafiat Sobhan 1,30,000
05 Mr. Sayem Sobhan 1,30,000
06 Mr. Mahaboob Morshed Hassan 500
07 Mrs. Rowshan Ara Begum 100
08 Mrs. Laila Anjuman Begum 100
09 East West Property Development 1,21,515
(Pvt.) Ltd. (EWPD)
10 Mr. Safwan Sobhan 1,30,000
Total 9,02,215 Shares

65
 (f‐I) the extent of share‐holdings of the Directors, Managers, Director & Managing Director, Managing
agents, Secretaries and Treasurers or their associates of the transferee company in the transferor
company. Shareholding of Bashundhara Tissue Industries Ltd.

Sl. No. Name of the Shareholders No. of Shares held

01. Mr. Ahmed Akbar Sobhan 500
02. Mrs. Afroza Begum 500
03. Mr. Sadat Sobhan 500
04. Mr. Safiat Sobhan 500
05. Mr.Sayem Sobhan 500
06. Mr. Safwan Sobhan 500
Total 3000 Shares

(F‐II) The extent of share‐holdings of the Directors, Manager, Managing agents, Secretaries and
Treasurers or their associates of the transferee company in the transferor company.Shareholding
of Bashundhara News Print and Duplex Board Industries Ltd.

Sl. No. Name of Share holders No. of share held

01 Mr. Ahmed Akbar Sobhan 15,000
02 Mrs. Afroza Begum 1,04,200
03 Mr. Sadat Sobhan 1,85,000
04 Mr. Safiat Sobhan 1,85,000
05 Mr. Sayem Sobhan 1,85,000
06 Mr. Mahaboob Morshed Hassan 1,500
07 Mr. Shafiqur Rahman 300
08 Mr. Md. Gias Uddin 2,400
09 Mr. Abdus Samad 2,100
10 East West Property Development (Pvt.) Ltd. 1,34,500
(EWPD)
11 Mr. Safwan Sobhan 1,85,000
Total 10,00,000

(g) If the offer is being made on behalf of a Company by any other person, the interest of the person
in the Company which is making the offer: This type of offer is not applicable.

2. (a) Name of the transferor company: Bashundhara tissue Industries Ltd. and Bashundhara News
Print and Duplex Board Industries Ltd.
(b) Management structure (composition of Board of Directors, and particulars regarding Manager,
Managing Director, Managing agents, Secretaries and Treasurers, if any) Bashundhara Tissue
Industries Ltd.

Sl. No Name of Director Designation

01 Mr. Ahmed Akbar Sobhan Managing Director
02 Mrs. Afroza Begum Director
03 Mr. Sadat Sobhan Director
04 Mr. Shafiat Sobhan Director
05 Mr. Sayem Sobhan Director
06 Mr. Safwan Sobhan Director

Bashundhara News Print and Duplex Board Industries Ltd.

Sl. No. Name of Share holders Designation

01 Mr. Ahmed Akbar Sobhan Chairman
02 Mrs. Afroza Begum Director
03 Mr. Sadat Sobhan Director
04 Mr. Safiat Sobhan Director
05 Mr. Sayem Sobhan Managing Director

66
 06 Mr. Safwan Sobhan Director
07 Mr. Md. Shafiqur Rahman Shareholder
08 Mr. Md. Gias Uddin Shareholder
09 Mr. Abdus Samad Shareholder
10 East West Property Development Shareholder
(Pvt.) Ltd. Represented by Mr.
Ahmed Akbar Sobhan
11 Mr. Mahaboob Morshed Hassan Shareholder

(c) Names and nature of business of other companies managed by the managing agents, or secretaries
and treasurers, if any, of the transferor company: Not Applicable

(d) Capital Structure of the transferor company:

Bashundhara Tissue Industries Ltd.

Authorized Capital Amount
10,00,000 Ordinary Shares of Tk. 100/‐ each 10,00,00,000/‐
Paid up Capital 3,00,000/‐
3000 ordinary shares of Tk. 100/‐ each

Bashundhara News Print and Duplex Board Industries Ltd.

Authorized Capital Amount
30,00,000 Ordinary Shares of Tk. 100/‐ each 30,00,00,000/‐
Paid up Capital 10,00,00,000/‐
10,00,000 ordinary shares of Tk. 100/‐ each

(f) The extent of share‐holdings of the Directors, Manager, Managing Director, Managing Agent,
Secretaries and Treasurers, or their associates, if any; of the Transferor Company in the
transferor and transferee companies.

In transferee company (Bashundhara Paper Mills Ltd.)

Sl. Name of share holder No. of shares held

01 Mr. Ahmed Akbar Sobhan 1,30,000
02 Mrs. Afroza Begum 1,30,000
03 Mr. Sadat Sobhan 1,30,000
04 Mr. Safiat Sobhan 1,30,000
05 Mr. Sayem Sobhan 1,30,000
06 Mr. Mahaboob Morshed Hassan 500
07 Mrs. Rowshan Ara Begum 100
08 Mrs. Laila Anjuman Begum 100
09 East West Property Development (Pvt.) Ltd. (EWPD) 1,21,515
10 Mr. Safwan Sobhan 1,30,000
Total 9,02,215 Shares

3. A summary of the financial position of the transferee and transferor companies to be given separately in
the pro forma contained in the Appendix: Annexed.

4. The prices or consideration offered for the purchase of the shares of the transferor company. If
consideration is other than cash, full particulars thereof and where such consideration involves the
allotment of shares in the transferee company full particulars of the shares and the rights attached thereto
shall be specified and the basis of valuation of the shares of the transferor company. In case where the
consideration is the allotment of the shares of the trannfaree company full particulars of the valuation of
the shares of the transferee company proposed to be allotted shall also be furnished.

The consideration offered for the purchase of shares of the company is the allotment of shares in the
transferee company. That the per unit share value of transferor and transferee companies are determined

67
 as having same value. Hence the total Three thousand shares of taka 100/‐ each of Bashundhara Tissue
Industries Ltd. and Total 10,00,000 paid up ordinary shares of Tk. 100/‐ each of Bashundhara News Print
and Duplex Board Industries Ltd. grand total 10,03,000 shares shall be added to the 9,02,215 paid up
ordinary shares of Tk. 100/‐ each of Bashundhara Paper Mills Limited. That the shareholders of the
transferor Companies shall be allotted with same No. of shares which they have and hold in Bashundhara
Tissue Industries Ltd and Bashundhara News Print and Duplex Board Industries Ltd. by
Bashundhara Paper Mills Limited in the following manner:

Sl. No. Name of Allotted No. of shares allotted

01 Mr. Ahmed Akbar Sobhan 15,500
02 Mrs. Afroza Begum 1,04,700
03 Mr. Sadat Sobhan 185,500
04 Mr. Safiat Sobhan 1,85,500
05 Sayem Sobhan 1,85,500
06 Mr. Mahaboob Morshed Hassan 1,500
07 East West Property Development (Pvt.) Ltd. 1,34,500
08 Mr. Safwan Sobhan 1,85,500
09 Mr. Md. Shafiqur Rahman 300
10 Mr. Md. Gias Uddin 2,400
11 Mr. Md. Abdus Samad 2100
Total 10,03,000

5. Sources from which the transferee company proposes to pay for the acquisition of the said shares, if the
consideration is cash: Not Applicable

6. Details of transfers of shares in the transferor company by its Directors, Managers, Director & Managing
Director, Managing agents, Secretaries and Treasurers, or their associates in the two years preceding the
offer: Not Applicable

7. Reasons for which the offer has been recommended for acceptance by the members of the transferor
company by its directors. Every recommendation to the members of the transferor company shall also
contain a statement of the interests of its Directors, Managers, Director & Managing Directors, Managing
Agents, Secretaries and Treasurers or their associates in the transferee company:

The offer has been recommended because all the Three Companies have the same set of management and
identical shareholders and for better administrative benefits and to minimize the administrative and
revenue cost it is beneficial that the business of all the Three Companies merge together under one
management of a single company Bashundhara Paper Mills Limited. And the business of Bashundhara
Tissue Industries Ltd and Bashundhara News Print and Duplex Board Industries Ltd. can be conveniently
and advantageously combined together as Bashundhara Paper Mills Limited, the transferee company
which has similar objects with Bashundhara Tissue Industries Ltd and Bashundhara News Print and
Duplex Board Industries Ltd, As the management of all the Three Companies are almost same and this
scheme of amalgamation will result in a horizontal integration and consequent saving of considerable
costs.
That the proposed amalgamation shall ensure interest of the existing shareholders and the Directors of
Bashundhara Tissue Industries Ltd and Bashundhara News Print and Duplex Board Industries Ltd.
shall be acquired and re‐allotted to them by Bashundhara Paper Mills Limited.

8. A certificate from the auditors of the transferee company that the information contained in the
offer/recommendation is correct: Annexed

68
Financial and Liquidity position of the Company according to the Balance Sheet of 2005.

Particulars Paper Bashundhara Bashundhara

Bashundhara Tissue News Print and
Paper Mills Industries Duplex
Limited as on Limited as on Board Industries
31.12.2005 30.06.2005 Ltd. as on
31.12.2005

Current Assets. 605,228,448.56 167,440,873.01 1,919,645,075.03

(including investments other than trade investments in

subsidiaryand /or managed companies)
Less :
Current liabilities 278,832,833.59 226,211,019.04 1,117,049,894.09
Liquid Surplus (Deficit) 326,395,614.97 (58,770,145.03) 802,595,180.94
Add
(a) Fixed Assets 545,278,594.03 19,046,162,97 1,406,470,453.36
(b) Preliminary Expenses and Cost of 1,82,000.00 18,775. l9 91,903.00
Licence
Less
Long‐term loans and liabilities 940,264,657.05 ‐ 2,276,290,137.93
Net worth (68,408,448.05) (39,705,207.87) (67,132,600.63)
Note: In making the above computation
on net worth adjustments in respect of
the following items has been made:

(i) Intangible assets, i.e. goodwill, etc.

(ii) Doubtful assets, i.e. doubtful and

baddebts. etc.
(iii) Deferred revenue expenditure 66,105,933.13 2,106,029.63 54,291,932.00
(iv) Accumulated losses (92,524,014.92) (37,899,178.24) (112,840,666.63)
(v) Arrears of depreciation
(vi) Arrears of preference shares
dividend
(vii) Any other amount appearing in
the balance sheet required to be
deducted inaccordance with
accounting practice.
Total= 90,221,500.00 300,000.00 100,000,000.00
Reconciliation Net Worth Paid‐Up 90,221,500.00 300,000.00 100,000,000.00
capital

69
(vii) Where the issuer has issued equity shares under one or more employee stock
option schemes, date-wise details of equity shares issued under the schemes,
including the price at which such equity shares were issued;

The issuer has not issued share under such option.

(viii)If the issuer has made any issue of specified securities at a price lower than the issue
price during the preceding two years, specific details of the names of the persons to
whom such specified securities have been issued, relation with the issuer, reasons
for such issue and the price thereof;

BPML has issued 98,214,185 ordinary shares at face value Tk. 10 each to East West Property
Development (Pvt.) Limited dated August 12, 2015 in consideration of share money deposit of
Tk. 982,141,850

Specific Details of the issue is as under:

Relation Issue
No. of
Name with the Price Reasons of Issue
Securities
Issuer (Tk.)
*East West Director&Par EWPDL has a great contribution
Property ent Compnay in enhancement of the capital
Development 10 98,214,185 base of BPML by depositing a
(Pvt.) Limited substantial amount of
sharemoney deposit

*Shareholding Position of East West Property Development (Pvt.) Limited

Sl. No. of (%) of
Name Position
No. Shares holding
1. Ahmed Akbar Sobhan Sponsor Chairman &
9800 98
Managing Director
2. Md. Imrul Hassan Director 100 1
3. Md. Nazmul Alam Bhuiyan Shareholder 100 1

(ix) The decision or intention, negotiation and consideration of the issuer to alterthe
capital structure by way of issue of specified securities in any manner within a
period of one year from the date of listing of the present issue;

The Company has no such decision or intention, negotiation and consideration to alter the capital
structure by way of issue of specified securities in any manner within a period of one year from the
date of listing of the present issue.

(x) The total shareholding of the sponsors and directors in a tabular form, clearly
stating the names, nature of issue, date of allotment, number of shares, face value,
issue price, consideration, date when the shares were made fully paid up,
percentage of the total pre and post issue capital, the lock in period and the number
and percentage of pledged shares, if any, held by each of them;

70
 Face Percentage (%)
No. of value Lock in
Date of Total No. of
Name Nature of Issue Ordinary & Consideration Period*
Position Allotment Shares Pre-IPO Post-IPO
shares Issue (year)
Price
MoA 28.09.1993 60,000 10 Cash
Fresh Allotment 15.09.1997 1,040,000 10 Cash
Ahmed Akbar Transfer 12.07.2005 200,000 10 Cash
Sponsor &
Sobhan Asset 4,000,000 3 2.71 2.30
Chairman Amalgamation 10.10.2009 155,000 10
absorvaton
Bonus 25.02.2015 2,328,000 10 Stock Dividend
Transfer 15.01.2017 217,000 10 Cash
MoA 28.09.1993 30,000 10 Cash
Transfer 26.12.1993 1,000 10 Cash
Fresh Allotment 15.09.1997 1,120,000 10 Cash
Afroza Begum Sponsor Transfer 12.07.2005 149,000 10 Cash
5,885,200 3 3.98 3.39
Shareholder Asset
Amalgamation 10.10.2009 1,047,000 10
absorvaton
Bonus 25.02.2015 3,755,200 10 Stock Dividend
Transfer 15.01.2017 (217,000) 10 Cash
Transfer 12.07.2005 1,300,000 10 Cash
Managing Asset
Safwan Sobhan Amalgamation 10.10.2009 1,855,000 10 8,203,000 1 5.55 4.72
Director absorvaton
Bonus 25.02.2015 5,048,000 10 Stock Dividend

Md. Imrul Transfer 28.02.2016 182,000 10 Cash

Director 4,002,000 3 2.72 2.30
Hassan Transferred 3,820,000 10 Cash
Fresh Allotment 15.09.1997 6,159,650 10 Cash
Nazmul Alam
Transfer 12.07.2005 (4,944,500) 10 Cash
Bhuiyan
Nominated by: Asset
Amalgamation 10.10.2009 1,345,000 10
East West Director absorvaton 101,050,575 3 68.39 58.14
Property Bonus 25.02.2015 4,096,240 10 Stock Dividend
Development Fresh Allotment 12.08.2015 98,214,185 10 Cash
(Pvt.) Ltd.
Transfer (3,820,000) 10 Cash

Total: 123,140,775 83.35 70.85

N.B.The shares were made fully paid up capital at the date of allotment. The company didn’t issue any pledged share.

71
xi) The details of the aggregate shareholding of the sponsors and directors, the
aggregate number of specified securities purchased or sold or otherwise
transferred by the sponsor and/or by the directors of the issuer and their related
parties within six months immediate preceding the date of filing the red-herring
prospectus or prospectus or information memorandum;

Details of aggregate shareholding of the sponsors and directors are given in avove mentioned clause
no. x

N.B. No securities purchased or sold or otherwise transferred by the sponsor and/or by the
directors of the issuer and their related parties within six months immediate preceding the date of
filing the prospectus;

(xii) The name and address of any person who owns, beneficially or of record, 5% or
more of the securities of the issuer, indicating the amount of securities owned,
whether they are owned beneficially or of record, and the percentage of the
securities represented by such ownership including number of equity shares which
they would be entitled to upon exercise of warrant, option or right to convert any
convertible instrument:

Shareholders position for 5% or more:

No. of Share Total No. of Shareholding
Sl. Name of
Address owned or Shares (%) before
No. Shareholder
beneficially Recorded IPO
1 Mr. Sadat Sobhan Plot # 125/A, Road‐2,
Block # A, Bashundhara 8,203,000 8,203,000 5.55
R/A, Dhaka‐1229
2 Mr. Shafiat Sobhan Plot # 125/A, Road‐2,
Block # A, Bashundhara 8,203,000 8,203,000 5.55
R/A, Dhaka‐1229
3 Mr.Sayem Sobhan Plot # 125/A, Road‐2,
Block # A, Bashundhara 8,203,000 8,203,000 5.55
R/A, Dhaka‐1229
4 Mr.Safwan Sobhan Plot # 125/A, Road‐2,
Block # A, Bashundhara 8,203,000 8,203,000 5.55
R/A, Dhaka‐1229
5 East West Property 5/3, Kazi Kutir, Nimtali,
Development (Pvt.) Rayer Bazar, Dhaka 101,050,575 101,050,575 68.39
Ltd.
*The Company has not any existing warrant, option or right to convert any convertible
instrument.

(xiii)The number of securities of the issuer owned by each of the top ten salaried officers,
and all other officers or employees as group, indicating the percentage of
outstanding shares represented by the securities owned.

None of the top ten salaried officers of the company own any shares of the issuer
company “Bashundhara Paper Mills Limited” but Mr. Safwan Sobhan,Managing Director
of the Company.
Shareholding
Sl. Name of No. of Shareholding
Position (%) before
No. Shareholder Shareholding (%) Post- IPO
IPO
1 Mr.Safwan Sobhan Managing 8,203,000 5.55 4.72
Director

Total: 8,203,000 5.55 4.72

72
(d) Description of Business:
i) The date on which the issuer company was incorporated and the date on which it commenced
operations and the nature of the business which the company and its subsidiaries are engaged
in or propose to engage in;

Bashundhara paper mills limited (BPML) is a one of the major concerns of Bashundhara Group. The
company was incorporated in Bangladesh on September 28, 1993 as a private limited company vide
registration no.C‐24705(539)/93 under the companies act, 1913 (VII of 1913) having its registered
office in Dhaka. It was converted in to public limited company in January 30, 1994
BPML started its commercial operation on March 01, 1997

The principal activities of the company is manufacturing different types of paper and allied products in
“Unit‐1 & Unit‐2” tissue and allied products in “Unit‐3” and marketing the same for domestic
consumption as well as for exports.

The Company has no subsidiary but it is operated under a holding company.

(ii) Location of the project;

Unit 1: Meghnaghat,Baranagar P/O: Newtown, Sonargaon, Narayangonj;

Unit 2: Meghnaghat, P/O: Newtown, Sonargaon, Narayangonj;
Unit 3: Anurpura, Gazaria, Munshigonj.
(iii) Plant, machinery, technology, process, etc.
Bashundhara Paper Mills Ltd. is supported by modern machineries and the management is highly
capable, qualified and experienced. Inspired by the dynamic leadership of the management of the
company, this team of competent professionals are filled with zeal and dedication to leave no stone
unturned for achievement of their common goal‐ complete customer's satisfaction.

The Company intriduces fully automated packing system by German based latest technology.

(iv) Details of the major events in the history of the issuer, including details of capacity orfacility
creation, launching of plant, products, marketing, change in ownership and/or key
management personnel etc;

Event Related to Company Formation & Others:

Date of Incorporation
Private to Public conversion:
Date of Commercial Operation
Conversion from Private to
Public
Amalgamation
Awarded ISO 14001
Launching the Export
Increase of Paid up Capital
September 28, 1993 as a private limited company vide registration no.C‐
24705(539)/93
Converted into a public limited company from private on January 30, 1994
March 01, 1997
Converted into a public limited company onJanuary 30, 1994
BPML was amalgamated with two companies of the Bashundhara Group of same
nature namely “Bashundhara Newsprint & Duplex Board Industries Limited”
(Former Shahjalal News Print Industries Ltd.) and “Bashundhara Tissue
Industries Limited”(Former Freyschmidi Tissue Limited)amalgamated with
BPML on October 10, 2009.
In the year 2004 awarded by QCS Management (Pvt.) Limited
In the year 2011BPML Started Export its products to 23 different countries
around the world at a target of 4200MT per year.
In the year 2014, Increase Paid up capital from Tk. 190,521,500 to 495,355,900.

Capacity/Facility Creation In the year 2014 BPML went for fully automated converted system for
packaging the products.

73
Further Capital Raise
Awarded FSC Certificate by
RINA Services SpA
ISO Quality Certificate
Changes in ownership
Changes in Key Management
Personnel
N.B. There are no significant events in the history of Bashundhara Paper Mills Limited.
In the year 2015, Increase Paid up capital from Tk. 495,355,900 to
1,477,497,750.
BPML was awarded the prestigious FSC Certificate on March 23, 2016 for the
environment friendly production facility.
Achieved ISO quality Certificate by each unit in the year 2016.
There are no significant changes in ownership of the Company.
On July 01, 2017, Mr. Mirja Mujahidul Islam, Head of Accounts and Finance was
appointed as the Chief Financial Officer and Mr. Gopal Chandra Mazumdar, Head
of Project at factory has been retired from BPML.

(v) Principal products or services of the issuer and markets for such products or
services. Past trends and future prospects regarding exports (if applicable) and local
market, demand and supply forecasts for the sector in which the product is included
with source of data;

The Principle Products of BPML are as follows:

 White Writing &  MG Paper  PP Woven Bag  Green Tissue
Printing Paper
 A4 Paper  Offset Paper  Paper Sack Bag  Sanitary Napkin
 Excercise Book  Glassine Paper  Sticker Paper  Baby Diaper
 Bidi Paper  Glassine/Ledger  Facial Tissue  Toilet Tissue
/Colour Paper
 NCR Paper  Duplex Board  Wet Tissue  Kitchen Towel
 Newsprint  Sludge Board  Pocket Tissue  Hand Gloves
Market of the products:
The markets for such products are local and abroad countries like India, Sri‐Lanka, Nepal, Bhutan, UAE,
Canada, UK etc.
Upcoming Product:
There is no upcoming new products will be launched by the company in near future.
Past trends regarding exports and local market:

December 31, December 31, December 31, December 31,

Particulars June 30, 2016
2015 2014 2013 2012
Local Sales 5,880,444,175 10,739,845,875 10,485,695,203 10,386,809,676 10,478,225,677
Export 73,203,042 136,043,755 267,341,396 529,875,896 254,059,135
Sales

Future prospects:
The company has pleasant prospect in tissue and hygienic products both for lacal and export market as
such the company is planning to increase its production capacity in near future.

Demand and Supply forecasts:There is no available data source for demand and supply forecasts for
the sector in which the product is included.

(vi) If the issuer has more than one product or service, the relative contribution to sales
and income of each product or service that accounts for more than 10% of the
company’s total revenues;
There is no product more than 10% contribution to sales or income of the company.

74
(Vii) Description of associates, subsidiary and holding company of the issuer and core
areas of business thereof;
Bashundhara Paper Mills Limited doesn’t have any associates or subsidiary company. But
East West Property Development (Pvt.) Limited (EWPDL) is the holding Company (Owner
of 68.39% securities) of BPML.
Core Areas of Business of EWPDL:
East West Property Development (Pvt.) Limited, an integral concern of the Bashundhara Group,
engaged in real estate sector. Beginning from the core project at Baridhara, within close vicinity of
Baridhara Diplomatic Zone, the Group's diversity has taken the range to Bashundhara Riverview,
along the South‐Eastern bank of river Buriganga. Further down, Bashundhara Riverview Dakhina at
Teghoria, only 4 km away from the 300‐ft Dhaka‐Maowa Highway on the southern flank of Rajuk
Jhilmil residential project. Bashundhara Mouchak project, on the contrary, stands at the Northern
stretch of Dhaka at Mouchak, Gazipur.

The Group's real estate enterprise does'nt only limit into land infrastructure, Bashundhara
Apartement Project excels in building ready apartment both at its Baridhara and Riverview projects
and contemplates to build the same in the other land projects to ensure world‐class apartment
blocks envisioned by its own veteran architects and constructed by its own civil engineering and
building resources.

Besides the company has investment in Cement, LP GAS, Paper, Printing & Electronic media etc.

Description of Business of EWPDL:

The first and prime projects which is popularly known as " Bashundhara" near the Baridhara
Diplomatic Zone has been developed on several acres of land while the second project named "
Savar Housing Project" has been developed at Savar. The Third project named "River View" has been
developed on three thousand acres of land at Hasnabad, Keranigonj near the capital to provide well
planned housing facilities for people of old Dhaka. The fourth project named "Mouchak Housing
Project" which is located at Gazipur nearer to South Jambury and the fifth Project named "River
View Dokhina Project" which is located at Dakhin Keranigonj nearer to River View Project and 4 km
away from Dhaka Maowa Road. Some lucrative land projects are coming shortly under the same
umbrella of East West Property Development (Pvt.) Ltd.

East West Property Development (Pvt.) Ltd. is also constructing apartment at different blocks of
BAshundhara Residential Area& River View project for contributing to mitigate the burgeoning
housing need of city dwellers.

(viii) How the products or services are distributed with details of the distribution channel.
Export possibilities and export obligations, if any;
Distribution involves the physical distribution of the company’s products to the sub‐distributor or
directly to the customer base. Typically this is a combined transport and warehousing operation,
responsible for storing and delivering products to meet the customer’s needs. Again this combined
activity will often be placed with a 3rd party service provider who will control and implement the
processes.

The Company supplies its products from its own factory premises to its customers at the risk of
customers against delivery order.

75
There are two types of sales maintained by BPML
I) Local Sales
II) Export Sales

BPML Sales
Division

Local Sales Export Sales

Tissue, Hygyene,
Bulk Paper Paper Sack & PP
Exercise Book, A4 Paper
Woven Bag
& Demy

76
Distribution flowchart of Local Sales:

77
Distribution flowchart of Export Sales:

Buyer/
Inquiry
(Send business proposal and take
Customer
inquiry from customer)

Pro forma Invoice Approve Price

(Send PI details to customer and
confirm for payment)
List

Customer established LC /
TT/PO Order Confirmation
(accept PI and confirm order)

Work Order
(After Payment confirmation send work
order to factory)

Create Actual Packing list Product Availability

by warehouse (factory confirm about product
availability )

Commercial Invoice, EXP,

Packing list, Truck
Receipt, Country of origin , Delivery Order
SAFTA, PI & LC attach (Prepare documents for shipment)
copy , VAT 20 & VAT 11

Shipment & Loading If Short Return to

(Goods issue from warehouse ) Shipment Warehouse

Commercial Invoice, EXP,

Packing list, Truck Receipt /
BL, Country of origin , Provisional
SAFTA, PI & LC attach Billing
copy, VAT 20 & VAT 11,
Bill of Entry

Settle by New
Goods Damage/
order/
Delivered Claim management

Payment
(Payment receive from customer: LC
and TT )

Credit management/
Payment Adjustment
(Accounts adjust customer balance )

78
 Though the company has no obligation to export its product, it exports its product above 20 countries
as follws:

India Sri Lanka UAE Qatar

Pakistan China Bahrain south Africa
Nepal Myanmar Oman Mauritius
Bhutan Malaysia Kuwait Australia
Maldives Singapore Saudi Arabia Canada
United Kingdom

(ix) Competitive conditions in business with names, percentage and volume of market
shares of major competitors;
There is a huge demand‐supply gap for the product of the company in Bangladeshi market.
The Company earned good name & fame in the international market of the country for its quality
products. The following are the major paper producers in Bangladesh:

 Hakkani Pulp & Paper Mills Ltd.
 Karnaphuli Paper Mills, Chittagong
 Maq Paper Industries, Naryangang,
Bangladesh
 Magura Paper Mills Ltd.
 T. K. Paper Products Ltd.
 Khulna Printing & Packging Limited
 Creative Paper Mill, Rupganj, Naryangang,
Bangladesh.
 Asia Paper and Board Mills Ltd.
 Pioneer Paper & Board Mills Ltd.
 Partex Boards & Doors‐(Star Particle Board
Mills)
 Sonali Paper and Bord Mills Ltd.

Among the aforementiontioned companies, different one produces different paper products. That is
all the Companies haven’t the same production line. Therefore individually no company is the major
competitor of BPML. But from the assumption of BPML sales unit there exists productwise capacity
of some companies are as follows:

Paper Products:

Market Share
Company Capacity (MT)
(%)
Bashundhara Paper Mills Ltd. 10000 42.56
Partex Boards & Doors‐(Star Particle Board 80 0.34
Mills
Amber 40 0.17
Azad 110 0.46
Capital 150 0.63
Creative Paper Mill Ltd. 50 0.21
T. K. Paper Products Ltd. 180 0.76
Sonali Paper and Bord Mills Ltd. 130 0.55
BMPIL 200 0.85
Papertech 35 0.14
Others 53.3

79
Tissue Products:

Market Share
Company Capacity (M. T)
(%)
Bashundhara Tissue 1700 85
Bangla Tissue 100 5
Sonali Tissue 50 2.5
Fay Tissue 70 3.5
Persona Tissue 30 1.5
softy Tissue 30 1.5
Casper Tissue 20 1

Baby Diaper:

Company Pices Market Share (%)

Bashundhara 20,000,000 16.53
Huggies 20,000,000 16.53
Molfix 20,000,000 16.53
Chu Chu 40,000,000 33.06
Supermom 8,000,000 6.61
Neocare 6,000,000 4.96
Pampers 5,000,000 4.13
Beebam 2,000,000 1.65

Baby Diaper
Sanitary Napkin 5%
4% 2% 16%
7%
Monalisha Senora Whispe
16%
Freedom Others
33% 17%
5%
11%
17%
11%
Bashundhara Huggies
56% Molfix Chu Chu
Supermom Newcare
Pampers Beebam

Data Source: Bashundhara Paper Mills Limited own Research Intelligence Wing.

As there is no data available regarding the percentage and volume of market shares of major
competitor Companies, we disclose here the coparative revenue of two listed companies and
BPML from the latest financial statements:

80
 Sl. For the latest financial
Company Revenue
No. Year
01. Bashundhara Paper Mills Limited December 31, 2015 10,435,756,308
02. Hakkani Pulp & Paper Mills Limited June 30, 2015 300,223,218
03. Khulna Printing & Packaging Limited June 30, 2015 1,920,154,135

(x) Sources and availability of raw materials, names and addresses of the principal
suppliers and contingency plan in case of any disruption:
The major product of BPML is various types of paper. All the raw materials of the Company are
collected from various suppliers are as follows:

Sl. Country of
Name of Suppliers Category of Supply Address of the Supplier
No. Origin
1 Ekman Bleached Softwood Sweden Lilla Bommen1. PO Box 230, Se‐401 23,
Kraft Pulp Gothenburg, Sweden. Email info@ekman‐co.se
2 Central National Europe Bleached Softwood Austria Altmannsdorfer Str. 74 1120 Vienna, Austria
Kraft Pulp
3 ATRO International FZE Waste and Scrap paper, UAE ATRO Office building. JEFZA South Zone, Plot No‐
Paper Board, Waste S‐30911, PO Box No: 17942, Jebel Ali Free Zone,
Paper Old Corrugated Dubai, UAE.
Carton (OCC) Email: atrofze@atrogroup.com
4 G.A. Paper International Softwood Kraft Pulp Canada 327 Renfrew Drive, Suite 102
Markham, Ontario, Canada ‐ L3R 9S8
email: aryska@ gapaper.com
5 Sonish Starch Modified Oxidized Thailand 99/2 Moo 3 Khaohinzon Panomsarakarm
Technology Co.,Ltd Starch (SN41‐P017) Chachoengsao 24120, Thailand
Tel: (66) 38 855055 ext. 5254
Fax: (66) 2 6591490
6 Sky Dragon Chemtech Microcapsule Blue China Unit 808，Block a,8‐10 Wah sing street Kwai
Enterprise Limited RDNCR‐MC‐98 Chung,n.t. HK,China
Color developer
RDNCR‐CD‐98
SB Latex RDNCR‐SBL‐
98
DYE SD‐98‐YELLOW
7 APP China Trading Bleached Softwood Hong Kong Rm 603, 6/F., Harbour Crystal Centre, 100
Limited Kraft Pulp ACACIA Granville Road, Tsim Sha Tsui, Kowloon, Hong
Kong.
8 A P Enterprises Bleached Hardwood Macau Avenida Doutor Mario Soares, s/n, Edificio
(Macao) Commercial Kraft Pulp ACACIA Finance and IT Center of Macau, 10 andar K2, em
Offshore Ltd. Macau.
9 Synthetic Adhesive Co. Glutex, Trinax (AKD) Local Mannan Bhaban (2nd Floor),156, Noor Ahmed
10 Famous Iberchem Perfume Local 38, Mitford Road, Dhaka
Flavours & Fragrances
Ltd.
11 Naveela Colour Dyes Chemicals Local 13, Mukim katra, Moulobi Bazar,Dhaka
12 ABC Printing & Poly Packaging items Local 12/1, Purana Paltan Line, Dhaka – 1000
Packaging
13 Green Traders All Poly Packaging item Local Kanchan, Sonargaon, Narayangonj.
14 Canton Paper Master Carton,CM Local Plot : B‐72, BSCIC I/A, Kanchpur ,Sonargaon,
Converting &Packaging Paper (Slitting Narayangonj
Packaging Paper)
15 Bangla Trac Limited Filter & Spare parts Local 04, Mohakhali C/A,Dhaka
16 Darusshunnat Hydraulic Pipe Local 39/1,Nobabpur Road,Dhaka
Hardware Store
17 MJL Bangladesh Limited All kinds of lubricants Local Mobil house CWS© 9, Gulshan‐1 Dhaka ‐1212
18 Micro Tools & All kinds of Bearing Local 78, Nawabpur Road, Dhaka‐1100
Machineries
19 Unique Paper Products Paking Materials Local Showan Tower, 3rd floor, 2/C, Puranpalton

81